The Humanity of Spider-Man
by JustmeSpidey
Summary: Peter Parker was a regular teenage guy who was bitten by destiny. As he struggles to battle the crime of NYC as the masked vigilante Spider-Man and retain a normal home life with his Aunt May and girlfriend Gwen Stacy, his abilities catch the attention of S.H.I.E.L.D.. They want to know who Spider-Man really is, and they won't stop until they get an answer. TASM1&2/Avengers
1. Chapter 1

_**Disclaimer: I don't own anything :)**  
><em>

_**This is my first ever fanfic ever...or publishing a story ever...so I'm sorry if it's bad lol. But I love everything Spidey and the Avengers and I've wanted to write this for a long time. I'll probably finish it no matter what and I'll try to post updates ASAP but getting feedback would definitely motivate me. PLEASE PLEASE PLEASE write reviews because I need it! Criticisms, suggestions, concerns, rage-rants if you must, I don't care! Hope you enjoy and more to come soon! :)**_

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><p><em>Chapter 1<em>

The moment Peter's eyelids slipped open, he let out a groan. At his bedside his alarm beeped wildly, and with a trembling hand he switched it off, marveling in the silence as the pains of his late-night endeavors crept back into his skinny teenage body. A punch to the face from a sneaky but rather cliché burglar, a cheap shot to the ribs from some psycho with a crowbar, a stripe of claw marks on his neck from a pickpocket who seriously needed a manicure, and the many more bumps and bruises sprinkled across his body that he could feel with his every movement. He laid a hand against his forehead and let out a heavy sigh. It was going to be one of _those_ days.

With effort, he sat himself up and swung his legs off his bed, which he noticed were still sporting his blaring red and blue suit. He stood and began peeling his achy body from the Spider-Man costume as he heard a familiar voice holler from downstairs.

"Peter?" his aunt called from the kitchen. "Sweetie, it's almost eight. Come eat your breakfast before you head off to school, alright?"

"Alright, Aunt May," Peter answered begrudgingly as he slipped his arms free of the clingy fabric and stood staring at his face in the mirror. He couldn't help but wince at his appearance. Black and blue splotches peppered his face and neck, and an impressive array of scratches were visible along his arms and chest. "Geez, what a wreck I look," Peter almost laughed to himself. He splashed his face with water, ran his fingers through his hair, and threw on some baggy clothes before slumping down the stairs.

"Eat," Peter's aunt commanded, plopping a wobbling stack of pancakes in front of her nephew that gave the Leaning Tower of Pisa a run for its money. He snorted and dug in gratefully. He'd noticed lately how his enhanced metabolism was making his stomach feel like a bottomless pit, and apparently so had his aunt. She gave him a gentle smile, but he could see the fear and worry that clouded her eyes, which had slowly begun to worsen ever since he'd started coming home all beaten up. Peter knew it wasn't fair to show up each night as he did with no explanation, but what other options did he have? Knowing the truth would only worry her more, and it could endanger her safety if anyone knew she was affiliated with the masked vigilante. Fortunately or unfortunately, she didn't ask him about it much anymore, but he knew she'd never stopped wondering. He focused his attention on his plate, but could still feel her concerned eyes taking in every inch of his battered form.

_The amazing Spider-Man does it again! Last night, Spidey saved a family of five from a burning vehicle that caught fire after wrecking into a stoplight…_

Peter instinctively rubbed the side of his leg and grimaced. _First degree burns from a flaming SUV_, he added to his mental list. _Forget about those._

"Quite a mystery, that spider guy," Aunt May noted as the footage of Spider-Man zipping into the burning car and dragging a pile of screaming people from the wreckage just before the vehicle exploded was relayed on the television. Peter's chewing slowed and he stared up at his aunt's curious face, wondering if there was any way she could possibly know the truth. Fear rose into his chest as she looked back at him and placed a soft hand on his cheek.

"I just wish he could help protect you from, you know…" she began, eyeing the many bruises on his neck that were peeking from beneath his sweatshirt, and guilty relief rushed through him. He took her hand in his and gave it a reassuring squeeze.

"Thanks for the pancakes, Aunt May," he said quickly, then snatched up his backpack and skateboard before heading out the door. He dropped the skateboard on the pavement and began rolling down the sidewalk towards the hell that was Midtown High.

"Peter!" he heard behind him, and he looked back at the porch to see his aunt's frail figure standing in the doorway. Her face had a million different emotions on it: frustration, sadness, worry, desperation, loneliness—but with a warm smile and a gentle wave of her hand, she expressed her most prominent: love. Peter forced a smile and waved back gingerly. He had no idea how his aunt was always so strong.

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><p><em>The Council's decision is unanimous, <em>Councilwoman Hawley retorted indignantly. The woman's projected image lit the dark room with a dim white glow. _This isn't some petty police business anymore_—_his existence extends far beyond his vigilante occupations._

A single dark eye glared back at the four seated figures on the screen. "I understand that. However, considering the fact that he's done nothing but good for New York City as well as the rest of the world, I don't think any of this is necessary. My team's job is to protect the world from those who endanger it, not hunt down people who are helping them protect it."

_Director_, Rockwell's raspy voice chimed in, _his actions in the Curt Connors-Lizard ordeal were impressive to say the least. Too impressive. With his abilities, he is more than capable of damaging the order and safety of humanity on a global level. I understand there's no indication that this could happen anytime soon, but the World Security Council isn't taking any chances. The debate is over._

"So what exactly do you want my team and I to dig up for you?" the one-eyed man asked coldly.

_Everything. Identity, family relations, superhuman capabilities, residency, age, etc., you get the picture. _The woman gripped the armrests of her chair tightly. _We need to know everything about this masked vigilante before we decide what to do with him._

"You do realize that literally no one has any information on who this guy is, right?"

_Nothing that "Earth's Mightiest Heroes" can't figure out, correct? _Councilman Pierce retorted smugly. The one-eyed man let out snort. So _now_ they expected the Avengers to get the job done right. Guess they'd learned their lesson about firing nukes at the first sign of danger.

_That's your assignment: bring this guy in so we can find out everything about him. If, after that, we conclude that he is not a threat, we will consider leaving his fate in the hands of you and your team. He could be useful to S.H.I.E.L.D. in the near future. Until then, find this Spider-Man. _With that, the screen went black.

Director Nick Fury switched on the lights and rubbed at his temples. This whole mission seemed completely and utterly _meaningless._ Why were the most powerful beings on the planet being used to run errands for a bunch of paranoid old people? It's not like this spider guy was going to go from kicking lizard tail and saving the citizens of Manhattan from becoming reptiles to releasing an army of giant spiders upon the earth to rule the world in arachnid-themed ways or whatever.

But Fury had to admit it; he, too, was interested in knowing who Spider-Man really was. He had, however, already gone through every available news report, every blurry video, every quarter-dollar newspaper, and every damn article written over the guy, and he wasn't kidding when he'd said that no one knew anything about the identity of the man behind the mask. All the information was hysterically scattered and unreliable. The only constants about Spider-Man seemed to be that he was about 6 feet tall, thin, and donned a red and blue suit made from spandex material. Not to mention he could scale walls like a real-life spider, fight like a ninja on steroids, and had devices he wore on his wrists that shot some sort of webbing material which he used to swing around New York City and immobilize his opponents.

The thing was, Fury would've loved to leave the guy alone. Despite his gnawing curiosity, he didn't want to waste time hunting Spider-Man down and asking him a bunch of questions he knew the guy would not be particularly thrilled to answer. He was doing a great job protecting the city, and his heroics gave the Big Apple's citizens an emblem of hope. Even New York's police department had stopped trying to pump him full of lead and instead now appreciated Spider-Man's help in dealing with the untamable crime in the city that never sleeps.

But it was out of his hands. Spider-Man had to be brought in, with or without force.

Fury left the conference room with a frown on his face, pinching the bridge of his wrinkled nose in frustration.

"Everything go smoothly, sir?" Agent Coulson addressed Director Fury hesitantly. The one-eyed man gave him a sharp look that almost made the hardened agent jump. Not even the great Phil Coulson felt at ease under the powerful man's gaze. With a weary sigh, Fury folded his hands behind his back and stared out the window, where the ocean glistened far below and curved with the earth as it met the horizon.

"Assemble the Avengers."


	2. Chapter 2

**_Disclaimer: I don't own squat_**

**_Yay, chapter 2! It was a struggle for me to not post this as soon as I finished it _****_because_****_ I'm trying to write ahead of myself. I'll continue to try to post every other day unless something comes up in the near future, which I'll try to let whoever might actually be following this story know beforehand. Ughhh you have no idea how excited I am to write this through to the end! Thanks for the encouraging reviews! :)_**

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><p><em>Chapter 2<em>

Peter Parker felt the eyes of every person in his class fall upon him as he strolled into the room and slumped into his seat. He couldn't blame them, really; he knew what his face looked like. He'd stopped trying to hide all of the purple welts and dark bruises behind his scraggly hair, and he knew that wearing baggy clothing wasn't enough to cover the many other lacerations that decorated his skin. He was just wondering when everyone else was going to get used to it.

Their teacher for English was sick, so the confused substitute sent to replace her was convinced by the students that they were supposed to be watching a movie in class that day. So instead of reading and analyzing some boring packet over Shakespearean literature, the class watched _The Little Mermaid _on the projector. Peter was grateful for the break.

As Peter watched the sub hesitantly insert the disc into the DVD player, he was startled by a hand suddenly slamming against his desk.

"What on _earth_ happened to you?" Gwen Stacy hissed at him. He stared speechlessly at her beautiful face, his mouth slightly agape. From all the people Gwen could've chosen, it was still a mystery to Peter why she cared about _him._ She was the epitome of beauty, perfection, and cleverness, while he was just some nerdy kid with a skateboard. True, he did have the cool Spider-Man bit going on, but it seemed she cared more for him as Peter Parker rather than the infamous wall-crawler, which only puzzled him more.

"I…I was…what?" he stuttered, nervously placing a finger against the bridge of his nose to push up his nonexistent glasses, then flushing red when he realized they weren't there. He _seriously_ needed to break that habit. Curse those spidey powers for fixing his vision.

"Your face. It looks worse today," Gwen said more gently, outlining a fresh bruise on his jawbone with her index finger. Goosebumps popped up along his arms and neck, and he jerked away a little too quickly.

"I, uh...yeah. That. There was a guy…with a crowbar…" he began, but couldn't help but just stare into her eyes. Ever since the night Gwen's father had died at the hand of the Lizard, a mutated scientist by the name of Curt Connors who had transformed himself into a gigantic reptilian monster (partially thanks to the decay rate algorithm Peter had given to him), Peter had felt guilty about being anywhere near her. Captain Stacy's dying breath had been used to make Peter swear that he'd leave Gwen out of his life in order to protect her, after all, and Peter had never tried so hard to do anything so tough before in his life. But the thing was, he and Gwen were simply inseparable. For them, trying to stay away from each other was like trying to keep two magnets that were centimeters apart from touching: impossible. If her father knew how much it hurt his daughter to be away from Peter Parker and vice a versa, maybe he would rethink the promise he'd forced Peter to make. That was the only thing that kept Peter's warring heart at ease, and the fact that he knew he'd protect her with all the power he possessed.

"A _crowbar?"_ she practically yelled, jarring Peter out of his trance. He quickly placed his hand against her lips.

"Sorry, shouldn't have said that, but yeah. It's fine though, he's in jail and all that." He flashed her his most convincing grin. His girlfriend was unimpressed.

"This isn't funny Peter. You're scaring me. Scaring _everyone," _she whispered between her teeth, motioning to the people around her who were busy watching Ariel sing about how she wants more crap even though she already has a cave full of crap. Hoarder, much?

"I"m sorry, but like…what do you want me to do? Cover them up with makeup or something?" He couldn't help but chuckle.

Gwen gave him a sharp swat to the head with her Shakespeare packet which she had taken the courtesy of picking up herself to work on. _"No_ Peter. I want you to stop being so reckless." Peter saw genuine concern soften her intensely green eyes. "I can't stand seeing you in this much pain all the time, okay? _Please_ just take a little time to heal. New York can survive a couple of days without its favorite masked vigilante limping around the alleyways taking a beating from a guy with a crowbar every hour!"

They both sat in silence for a moment, staring intently into each other's eyes. Then they just couldn't help it. The two burst out laughing for a solid minute until they had received aggressive shushes from every person in the room. Peter's sides ached from it, but it was the best kind of pain he'd felt in a while.

Once they had recovered, Gwen placed her forehead against Peter's and whispered, "I'm serious. So, pick me up at 7?"

Peter smiled from ear to ear. "Korean meatball place?"

"You know it," she giggled back, and for the rest of the movie the two cuddled close, soaking in the unmatchable comfort of each other's presence.

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><p>"'Assemble the Avengers'. <em>Ha.<em> Sure Fury, I'll just get right to that."

Agent Coulson was grumbling bitterly to himself as he marched down the hallway. "Getting Stark, Cap, Romanoff, Clint, that's one thing. But what, does he expect me to shoot the king of Asgard a text? _'Heyyy got 2 go catch spidey! Need u back here on earth ASAP! LOL smiley face!'_ Yah, that'll be the day."

He passed through the retinal ID scanner hurriedly and walked out onto the Helicarrier's takeoff platform. A sharp-looking helicopter was waiting for him there patiently.

"And what about Bruce? He shouldn't be too hard to contact, but I doubt our friendly neighborhood Spider-Man would take kindly to being man-handled by a fifteen-foot mountain of green muscle and body odor." He buckled himself into the passenger's seat, secured a headset over his ears, and gave a curt nod to the pilot. With that, they were off—buzzing above the gleaming city of New York as the sun spilled through the clouds from overhead. Coulson gazed across the ocean of buildings, wondering where the wall-crawler might be hiding at that moment, wistfully hoping he might catch a glimpse of the guy himself, when their target came into view. It was hard to miss—rather, it was hard to _ignore._ A strangely slanted tower decorated with an overlapping triangular band displaying the signature "A" stood before them. _Avengers Tower._ Before the Chitauri attack on New York, the tower had been named after its creator, Tony Stark. But after the Avengers teamed up to defeat the alien race, Iron Man decided to dedicate it to the team. This had been pretty surprising to everyone, considering the man's egotistical background, but it was an appreciated gesture nonetheless. Maybe he just didn't want to replace all the letters that had fallen off the tower's title.

The helicopter lowered onto the helicopter pad on the tower's extended balcony, the chopping blades whirring to halt as Coulson unfastened his seatbelt. He exited the chopper and gave a thumbs up to the pilot, who nodded and presumed to fly back towards the Helicarrier, vanishing behind a wide neighboring building in a matter of moments. Phil Coulson adjusted his collar, took a calming breath, then strolled confidently into the tower.

"It's not that simple, Pepper. You can't just _magically_ make a kangaroo—"

"Tony Stark?" Coulson interrupted as he entered the room. Before him stood a middle-aged man in a wife beater tank with a glass of scotch in his hand and a pair of dark-rimmed sunglasses abounding his face. Stark turned towards the voice, revealing the blue electromagnet implanted into his chest that glowed dimly from behind his clothes. His bedraggled appearance almost made it hard to believe he was the genius, billionaire, playboy, philanthropist he claimed to be.

_Oh sir, there appears to be a 'Phil Coulson' here to see you, _Jarvis, Tony Stark's artificial intelligence, spoke hastily.

"Yes, I noticed. Thanks for the update," Stark grumbled.

_Of course, sir._

Tony swirled his drink in his hand. "Well what a _pleasant _surprise. Mr. Agent returns again. Y'know, you could knock. Or, like, _call_ before you fly a helicopter onto my doorstep."

Pepper Potts, a thin and beautiful redheaded woman, gave Tony a playful shove and walked up to Coulson. "It's good to see you again, Phil."

"No it's not," Stark muttered before taking a long swig of alcohol and belching loudly.

Pepper gave Tony a threatening look before smiling back at Coulson. "Would you like to join us for a drink?"

"Always a pleasure, Ms. Potts. As much as I'd love to, I'm here on important S.H.I.E.L.D. business, as you've probably assumed." He walked up to Tony and snatched the glass from his hand before he could take another sip. "We need all of the Avengers to meet here. _Now._ Direct orders from Nick Fury."

Stark took a grab for his drink but Phil kept it out of range. He groaned impatiently.

"Again? What is it now, another antelope Asgardian asshole releasing his alien army onto the world?"

"No. No wormholes this time," Phil answered sharply, which made Stark stiffen a bit and go silent. The man had been shaken by the whole "alien invasion" experience in irreversible ways, what with him nearly dying after flying through a portal into some psycho alien outer-space mumbo jumbo, and ever since his anxiety endurance had been a bit testy.

"I'll explain everything once everyone gets here," Agent Coulson continued. "For now, I'll just tell you this: it's about Spider-Man."

Tony suddenly perked up. "Spider-Man? That guy that swings around with those crazy web-shooting contraptions on his wrists?" Without hesitating, Tony looked up the ceiling. "Jarvis, bring up everything you've got on Spider-Man."

A screen appeared before Stark, and his fingers zipped through an archive of images of the web-slinger in action. He zoomed in on one picture and plucked out the content, which was of one of the devices on Spider-Man's wrist. A 3D model of the contraption appeared before them, which Stark stared at in awe.

"It's amazing. It's some kind of compact web-launcher thingy that looks like it was made from an old watch." He spun the model slowly in his hand. "This dude must be a genius. Either that or he's got really resourceful allies."

"You sure have looked into this guy a lot," Coulson noted warily.

"I just thought he seemed interesting. The way he travels via web and whatnot." He then crushed the holographic web-shooter in his hand, causing it to vanish. "Of course, I can fly. So I'm still cooler."

"Uh huh," Coulson agreed sarcastically. "Anyway, we need everyone here. Pronto. So call them up."

Stark scratched the back of his head. "Uh, yeah, sure. I can do that. Except for, y'know, Señor Hammertime up in space. I don't have his email."

"Thor is going to have to be counted out of this mission. Everyone else needs to be here as soon as possible if this is all going to run smoothly."

"Right," Tony stated, then tapped on his earpiece. "Jarvis, call them up."

_Right away sir._

Agent Natasha Romanoff, Steve Rogers, Clint Barton, and (what do you know) even Bruce Banner answered.

"Hiya, Stark."

"Hello?"

"Wassup?"

"Oh gosh, what now?"

Tony fought back a laugh.

"Get ready to suit up, losers. Meet at Avengers Tower, ASAP."

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><p><strong><em>I know, I know, terrible ending. Basically the same thing as the last chapter. Hope you stick around for chapter 3. It get's more intense and the action kicks up a notch... :D<em>**


	3. Chapter 3

**_Disclaimer: I don't own nuthin'_**

**_WHOOP chapter 3! I woke up this morning and couldn't keep myself from posting this any longer_****_! This chapter is particularly long and actiony, so enjoy. :) FYI, I'm not much of a cusser, but I did throw in a few swear words in some of the scenes to keep the tone authentic and believable. You'll understand when you read it I hope. Hope you like it :D_**

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><p><em>Chapter 3<em>

Peter slipped into his house through the window of his room and collapsed onto his bed. As much as he hated to admit it, Gwen was right: his body needed rest. He was no use to New York in the shape he was in. Maybe a quick catnap with a little help from his slight healing factor would do him some good. Within moments, his heavy eyelids had slipped shut, and he was out cold.

When Peter awoke, a puddle of drool had formed on his pillow and someone was banging on his door.

"Peter? Peter, are you in there?"

Peter wiped his chin and sat up with a yawn. "Yes, I'm here."

"Are you okay? I didn't see you come in."

He glanced at the clock. _6:32 p.m._. Yikes. He'd better get going.

"Y-yeah. I...uh," he stuttered, trying to find some way to change the subject. "I'm going out with Gwen tonight."

"Really?" his aunt said enthusiastically. "Can I come in, please?"

After a quick survey of his room for anything spidery, he unlocked the door and let his aunt in. She gave his messy bed, strewn laundry, and ajar dresser drawers a disapproving look before smiling up at him.

"You look well rested," she noted, ruffling his messy hair. "Were you napping?"

"Yeah," he answered, pulling his bed head out of her reach and grinning, "I was, uh, a bit tired. Long day at school and all."

"Where are you and Gwen going?"

Peter grabbed a comb off his dresser and began running it through his hair. "That Korean meatball place she's obsessed with."

"But you hate meatballs," Aunt May recalled, frowning.

"Yeah. But she doesn't."

Aunt May laughed and hugged her nephew around his shoulders. "You're a good kid, Pete," she told him sincerely. She sat there for a moment longer, staring at his face in the mirror. "Be safe."

He shrugged her off uncomfortably, wrestling with his untamable locks. "I will."

Peter cleaned up pretty well. The dark bruises once framing his face had already begun lightening in color, and with a little wardrobe assistance from his aunt he was now sporting a sleek tan suit with a plaid navy tie. Aunt May had chased him out the door insisting that he put some gel in his hair, but Peter sped down the sidewalk pretending not to hear her.

Funny how Gwen always told Peter to "pick her up"."Pick her up" meaning that he'd walk to her apartment and together they'd walk to the meatball place. She must be old-fashioned.

He stopped at a street side flower shop and bought a bouquet of white roses before heading to Gwen's apartment. Peter decided for once to enter her home in the traditional way—_not_ up the twenty story fire escape. A brief conversation with her doorman later, and Peter was heading upwards in the elevator. He heard a _ping,_ slid through the doors, and began walking down a long, narrow hallway. _Being regular is exhausting_, he thought as he struggled to navigate the maze of doors. _Reminder: never do this again._

At last, he stood in front of her apartment room. He pulled at his collar nervously, rolled his shoulders a bit, let a slow breath seep between his lips, then hesitantly lifted his fist and rapped on the door.

The time that passed in that moment felt like a decade. Then, finally, the door swung open slowly to reveal Gwen's astonishingly beautiful face smiling brilliantly back at him. She wore a modestly long sweater dress with a scarf and her favorite boots paired with some knee-high wool socks. Peter felt like he'd been swept off his feet. She was breathtaking.

"Hi."

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><p>He watched curiously as Gwen Stacy downed <em>another <em>meatball in a single bite. Peter shivered and stuck out his tongue. "How do you stomach those nasty things?"

Gwen froze, another forkful hanging in front of her mouth. "They're not nasty. They're freaking delicious. You're making me self-conscious." She placed her palm over Peter's face as she ate the last meatball, and Peter giggled between her fingers. He pulled her hand off and cradled it in his own as he watched her chew laboriously.

"Only the best processed meat fried in Korean ways for m'lady," he laughed, planting a gentle kiss on the back of her hand. Her cheeks flushed a violent shade of pink as she struggled not to laugh with food in her mouth.

"You're an idiot," she concluded after she'd finally swallowed.

He let go of her hand, unable to shrug the smile that always seemed to be present whenever Gwen Stacy was around. "Have room somewhere in your tummy amongst all those balls of meat for a little desert?"

She wiped her mouth with a napkin and grinned. "When don't I?"

Peter took a moment to just admire the beauty of the woman he loved. Every feature, every flaw, every perfect imperfection that was Gwen Stacy. There was nowhere he'd rather be than right here. It was moments like this when he wasn't Spider-Man, the masked vigilante who scoured the alleyways of Manhattan foiling the petty crimes that loomed in the shadows. Right here, right now, all he felt like was the flustered teenage dork that he was, fallen head over heels for the most amazing person in the world, who somehow felt the same about him. It made him seasick, overwhelmed, and absolutely thrilled all at the same time, and he could never get enough of it. Gwen Stacy was the love of his life, and, despite its impossibility, he would do everything he could and more to deserve her.

Peter raised his hand to capture the attention of a passing waitress.

"Excuse me, ma'a—" he began, then froze. The hairs on the back of his neck stood on end, and a sharp pain exploded inside his skull. Peter's "spidey sense" as he called it, which was like an early warning system that alerted him of forthcoming danger, had suddenly kicked into overdrive.

Gwen noticed the fear on Peter's rigid face as she sipped her tea. Immediately she set down her glass. "Peter?" she asked, reaching towards his hands which were gripping onto the tablecloth. "Peter, what's wrong?"

He just shook his head silently, eyes combing across the room. It was then that he noticed a disturbance in the front of the restaurant. A man was yelling at a flustered Korean woman who was running the cash register. She looked like she was about to cry. He watched the man pat his pocket. Peter's heightened hearing abilities strained to hear the far-off conversation. He made out only one word: _bomb._

Peter's arm shot out and grabbed Gwen's wrist. "You need to get out of here. _Now._"

Gwen shook her head in confusion. "What do you mean? What's going on?"

Before he could answer, he saw the man reach into his jacket and draw a gun. The woman behind the register yelped in fear and began cowering before the weapon placed against her temple. Peter stood rapidly from his chair and began sprinting to the back of the restaurant, dragging a terrified Gwen Stacy behind him. He burst through the back doors and swung Gwen in front of his body, grabbing her firmly by the shoulders.

"There's a man in there with a gun. I think there's a bomb somewhere, too. You need to get as far away from here as possible." He pushed her towards the bustling sidewalk. "Once you're a safe distance away, call 911."

"Peter, how the heck—?"

"No! Don't ask questions. I'm telling you right now you need to _run_." There was no way Peter was allowing her to be anywhere near here if it could endanger her safety in any way. He could sense the hesitation in her steps as she stared fearfully into Peter's eyes.

"Peter, I'm not going—"

_BANG. _The two of them jumped as a gunshot rang out from inside the restaurant followed by screams from the patrons trapped within its walls. Peter took a firm step towards Gwen's trembling form. "Go! _Now!"_

Swallowing the knot that had formed inside her throat, Gwen held his gaze for a moment longer. Then, sighing quietly, she whispered one final passing note before disappearing into the crowds of people shuffling about on the streets of the city, her words still hanging in the chilly air long after she'd gone.

"Be safe."

As he watched her beauty dissolve into the sea of bodies, Peter smiled sadly to himself. He would do his best—for the sake of the two most important people in his life who loved him like no one deserved. With that, he slipped behind a dumpster in an abandoned back alleyway bordering the restaurant. Reaching inside of his suit jacket, Peter retrieved his Spider-Man costume that he'd stowed beneath his clothes as a last-minute precaution. For once, he was thankful for the gnawing paranoia that came with being a teenage superhero.

He quickly stripped and dressed into the red and blue spandex suit, slipping his gloves and mask on just as another gunshot exploded from inside. _One night without incident, _Peter thought bitterly to himself as he flexed his fingers beneath the stretchy fabric. _That's all I ask for: one damn night. _Peter secured his web-shooters to his wrists, then began to scale the wall silently. He reached the second story window, which he was surprised to find unlocked, and crawled into the dark room.

The lights were off and the atmosphere had an eerie feeling to it. It was vacant—likely an upstairs bar reserved for rich late-night partiers to rent out for the evening. Peter crawled along the floor, his head close to the ground so he could hear what was happening in the restaurant down below. He listened intently. _Heavy breathing, hearts pounding rapidly, a young girl crying quietly to herself, and a single pair of footsteps padding slowly against the tiled floor._ Spider-Man froze suddenly when he heard a voice.

"You all think I'm joking, don't yah?" a man bellowed beneath him. The voice sounded rough and slurred, like the guy was drunk. Peter cursed under his breath. Idiotic criminals were the worst because they were always rash and reckless in their decisions, which usually ended up getting the innocent injured or killed. Idiotic _drunk_ criminals? Try _ten times_ worse. He'd have to act fast unless he wanted the casualties to start stacking up. He slithered hastily across the floor as the man continued to speak.

"Do _you _think I'm joking?" the drunk man yelled, and he heard the captives cry in fear. A trembling voice stuttered helplessly, "N-no! No sir, I d-do not."

_BANG. _A bullet suddenly exploded through the floorboards from below, whizzing dangerously close to Spider-Man's ear and zipping all the way through the ceiling above. Peter nearly jumped out of his skin as debris scattered across the room. As the dust settled around him, he swallowed the stone that seemed to have lodged itself inside his throat. _Close call,_ he thought nervously, brushing some dust off his shoulder. _That would've been an embarrassing way to die. _He released a shaky sigh of relief, then leaned down to peer through the tiny hole now formed in the floor to catch a peek of the scene unfolding below.

"Like hell you don't. I told ya'll, I've got a bomb rigged to blow up this whole damn restaurant at the flick of a switch."

A burly man with a black biker jacket on and an impressive beer belly hanging over his waistband was looming over the group of petrified civilians, who were crowded together in a tightly packed circle in the center of the room. Their captor was the man Peter had seen yelling at the register operator before, and he was circling his victims like a vulture. He had a bottle in one hand and a pistol in the other, which he was spinning carelessly around his finger.

"And if one of ya'lls so much as sneezes, this place goes kablooey, got it?"

His captives all nodded vigorously. The man let out a wheezy laugh that made Peter's skin crawl, then downed the bottle of alcohol in a matter of seconds before tossing it into the corner to shatter into jagged shards.

Spider-Man had to weigh his options. One: he could try to snatch the man's weapon out of his hand by shooting a web through the tiny bullet hole in the floor. That might disarm him of his gun, but who's to say he didn't have other arms hidden on his body? And it's not like the gun would fit through the opening. Two: Peter could crash through the roof and try to take him by surprise, maybe web his fat ass to the wall before he could blink. But there were just too many "what ifs" in that equation, like the entire roof could collapse on top of the hostages, or the criminal might panic and start shooting sporadically, which would probably end up getting someone killed. Or three: he could sneak out of the upstairs room (if possible) and crawl along the ceiling, maybe get into a comfortable position above the man and, at just the right moment, neutralize him with a bunch of web-slinging action. Option three sounded like his best bet. That is, if he could escape this room undetected.

Spider-Man crept up to the door leading to the staircase and ever so slightly gave the handle a turn. Thankfully, it locked from the inside, and with a small _pop, _the door creaked open quietly. Peter crawled onto the ceiling, his sticky fingers clinging to the hanging tubes and pipes that snaked across the upside-down surface with ease. Silently, he made his way around the corner, where the beast of a man strolled around his hostages below. As he crept closer, he noticed a woman was lying on the floor next to the register. It was the cashier lady from before. A dark red pool encircled her head, and she laid unmoving. A sickening feeling twisted in Spider-Man's stomach, quickly followed by fierce anger. This man was a _murderer._

As Peter slipped between the winding pipes, he finally positioned himself above the pacing convict below. Spider-Man readied himself to pounce on the fat man and web his limbs to the opposite wall, when he heard a small gasp. He glanced down and noticed a little girl sitting amongst the crowd of captives. Her face was tear-stained, and her head was being cradled by a woman Peter presumed was her mother. And, to his surprise, she was staring right up at him. The girl's eyes, red from crying, were wide and curious as she gaped at the masked vigilante concealed in the rafters above. Quickly, Spider-Man raised a finger to his lips, signaling for her to keep quiet. The young girl smiled and did the same motion back, stifling a giggle, and a wave of relief washed over Peter.

Suddenly, the beastly criminal lashed out and seized the little girl by the throat, his fingers digging deeply into her neck. "The hell are you smiling about? You think this is funny?" He shook the girl violently, and tears streamed in silent rivers down her pale cheeks. The girl's mother screamed in terror as her daughter was thrashed about and thrown to the floor like a rag doll. With a flick of his wrist, the man had the barrel of the gun against the girl's frail head.

"Let's see how wide you smile when you're_ dead_."

In a flash, a web strand shot from Peter's wrist, snatched the gun out of the criminal's hand, and flung the weapon upwards, which he presumed to snatch out of the air. The man stood dumbfounded for a moment, staring at his empty palm with evident confusion plastered on his face, then slowly looked upwards.

Spider-Man held the ensnared pistol out for the convict to see and swung it tauntingly. "Looking for this?"

A gasp and whoop of excitement sounded from the hostages, but they were all hushed up real quick with an intimidating glare from their overweight captor. "Who the hell are you?" he demanded in a sluggish voice.

"Okay, how the _heck_ does no one recognize who I am by now?" Peter whined over dramatically. "I mean, _come_ _on_. Who else runs around New York in a red and blue onesie and identifies with bugs? I thought my image was kinda iconic at this point." Peter slowly slipped down from the ceiling on a single web-line, staring at his enemy upside-down. "I do have my own action figures you know. And tidy-whiteys. But I swear I did not endorse that." He dropped from his web and stood before the towering man, who reeked of alcohol and sweat.

"You're that stupid vigilante guy that runs around saving cats from trees in his pajamas," the criminal laughed nervously, scratching at his bald head.

"In the flesh," Peter concurred with a extravagant bow. Then he took a threatening step forward. "But I go by Spider-Man. And I'm about to beat your fat ass senseless unless you let these people go and surrender yourself to the police. _Now_."

* * *

><p>"Impressive response time," Tony noted with a smirk as he stood beside his teammates. Agent Natasha Romanoff along with Clint Barton had arrived first in a sleek black cadillac, already suited up and armed to the tooth. Steve Rogers showed up about an hour later on his motorcycle, grumbling something about his workout routine being interrupted, and Bruce Banner walked in last, the anxiety swelling within him evident on his perspiring face. Agent Coulson stood before the Avengers with his hands in his pockets and an unreadable expression on his face.<p>

"Thanks for showing up on such short notice," Coulson said with a nod. "It's good to see you all again."

"Yeah, yeah, hugs and kisses," Romanoff scoffed, crossing her arms. "So what's this all about?"

Coulson pulled a trio of tiny metal cubes from his pocket and dropped them onto the floor.

"The World Security Council has asked of us to uncover the identity of this guy," Coulson stated as a 3D holographic image of a red and blue figure flickered to life before them. "The masked vigilante Spider-Man."

There was a pregnant pause as the group stared at the image of the recently infamous hero of New York City.

"Not only that," Coulson continued. "They want to know everything about him. They're convinced the guy's going to turn evil or something and that his power would make him a national threat."

"I've heard of Spider-Man," Steve suddenly piped in. "From my knowledge, the guy seems like a decent hero. He saved everyone in the city from being transformed into lizards by that psycho scientist Curt Connors, correct?"

"Yeah, I heard that too," Barton concurred.

"So why should we be worrying about a guy who's not even currently posing a threat to anyone?" Natasha asked, her eyebrows knitted irritably. "There are plenty of other dangerous people out there who deserve our attention much more than him."

"It's simply a matter of too many unknowns," Coulson sighed, "and, as usual, it's out of our hands. It's the Council's raging paranoia that has saved the world countless times before in the past, so Fury and I try not to question it."

"Like when they launched a nuke at a fully-populated Manhattan without even batting an eye?" Stark countered with a snort.

Coulson scooped up the metal cubes from the floor and sighed exasperatedly. "Look, guys. Director Fury and I aren't happy with making you do this either. To be honest, we'd rather just leave the spider guy alone and let him continue helping the city undisturbed. But we've all agreed that this needs to get done, even if just as a precaution, for everyone's safety and peace of mind." He slipped the devices into his pocket. "But the good news is, if we convince the Council that Spider-Man is on our side, Fury may get to decide what we do with him. There's always the possibility that he could join you guys."

Clint raised his eyebrows. "You mean, join the Avengers?"

Tony's eyes brightened. "Yeah! That'd be awesome! I've watched all the videos of Spider-Man out there; the guy's got some moves. His fighting abilities seem almost super-human." He elbowed Steve Rogers in the ribs. "Maybe he got ahold of some of that magic juice that beefed you up, eh Spangles?"

Steve shoved Tony aside. "I don't stick to things. And anyway, he looks like I did _before_ the serum: aka, a beanpole."

Stark shrugged his shoulders. "He's a good fighter, nonetheless. He'd make a valuable addition to the team."

"Speaking of fighting," Natasha interjected, "how exactly do we plan on unmasking this guy? He obviously wants to keep his identity as secret, and has done a lot to keep it that way."

Coulson scratched the back of his head. "The way I see it, we've really only got two options. Since Spider-Man's so impossible to contact, we're going to have to spring into action whenever he's sighted, which will likely be at the scene of a crime. I've got my team locked into the media in case he shows up somewhere anytime soon."

"So we're going to capture him," Clint concluded, his face steely.

Agent Coulson held up his index finger. "Capturing is our worst case scenario option. What you guys are going to try to do first is simply ask him to come with you to the Helicarrier so we can talk."

Tony Stark laughed unapologetically. "Yeah, like that'll work."

"But if he resists—"

"—_when_ he resists—" Stark interrupted him.

Coulson shot Tony a frustrated glare. "—then _yes,_ you're going to have to capture him."

Natasha rubbed her arms uncomfortably. "Fine. But we need a plan."

"I don't see why I have to be here," Banner suddenly chimed in after having said nothing since his arrival, causing everyone to stare at him in surprise. The sudden overflow of attention made him lower his gaze to the floor and wipe his hands on his raggedy jeans nervously. "I mean, it's not like the Other Guy is good at civilly containing someone. All I can do is…smash stuff."

Coulson opened his mouth, not sure how to answer, when Tony Stark spoke before he could. "We won't be needing any of that," Stark said reassuringly, placing his hand on the doctor's shoulder. "But what we do need is for you to be here in case anyone gets hurt. This spider freak took out twelve cops after being hit with a taser only a minute beforehand, so if a fight does go down, someone is likely to get hurt pretty bad. We trust you to see to the injured."

Banner looked up at Tony with relief in his eyes.

"Not only that," Clint added, "when this spider guy does get here, we're probably going to want to analyze his blood. I have a feeling there's something altered in his genetic code that we need to look into, and no one knows anatomic genetics better than the great Bruce Banner."

Everyone nodded, and Banner hinted a grateful smile at his team.

"So how exactly are we going to do this?" Natasha restated warily.

"I was thinking we should—" Stark began, when an excited voice suddenly yelled in Coulson's ear. He held up his hand to silence everyone, twisting his earpiece to speaker setting.

"What is it, Agent Skye?"

_Spider-Man has just been spotted fighting an armed felon in a Korean restaurant in the eastern quadrant of Queens, _the woman's voice reported over the mike. Everyone stared at each other in shock, eyes wide and the air heavy with the news. Finally, Tony broke the silence with a flagrant sigh.

"I'll get my suit."

* * *

><p><em><strong>The meeting is coming soon I swear. Lots of angry in the next chapter. Oh, and I'm going to summer camp for a week so I guess I'll post chapter 4 tomorrow instead of on Monday (Yeah, summer camp is still cool. Don't be hatin'). I'll try to update as soon as I return. Stay tuned :) Please maybe review with any suggestions, criticisms, complaints, questions, etc.<strong>_


	4. Chapter 4

_**_Disclaimer: I don't own none unless u got buns hun (but even then I don't sorry :P)_**_

_**_Yo, yo, yo. Chapter 4 is out! I'm posting this one early because I'm leaving like literally right now for a week-long summer camp and feel bad for not giving people the goodies. Actually, I think a lot of people are going to be really mad at me for this chapter, but oh well just read it and hate me later. :D_**_

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><p><em>Chapter 4<em>

Peter slammed the obese criminal into the wall, his forearm pressed against the man's throat as he held him there. Blood dripped from the outlaw's busted nose onto Peter's suit, leaving dark stains along the fabric.

"I warned you," Peter hissed between his teeth coldly. The knife that the man had drawn the moment Peter had threatened him to back off slipped from his grubby fingers and clattered to the floor. He cough and sputtered, spraying crimson droplets onto Spider-Man's mask.

"P-please..." the cruel man blubbered miserably, "please, just let me go. I won't try nothing." His words reeked of liquor and lies.

As Peter glared at the pathetic man's face, an uncontrollable bubble of anger began welling up inside of him. What a pitiful waste of a human stood before him. And because of his worthless existence, innocent others were suffering. Peter's eyes wandered to left, where the dead woman laid in silence, sprawled across the floor and outlined with a growing pool of red. Spider-Man clenched his teeth together and tightened his grip on the man's shirt.

"You murdered that woman," Peter whispered, his voice shaking with rage. "You shot her in the head without even _blinking!"_ He cocked his arm back and slugged the man in his face, sending a splatter of bloody saliva splashing against the wall. The man whimpered helplessly, drops of sweat and tears dripping down his face.

"I'm sorry! Please...I'm sorry..." The criminal grappled at the arm digging into throat, hardly able to breathe, when a whirl of police sirens became audible in the distance, growing louder and louder by the second. "Just take me to the cops."

But Peter was beyond rational thinking. Rage had engulfed his mind, and his vision was tunneling into red. He dug his elbow into the convict's Adam's Apple, causing him to croak like a frog.

"You killed her! And you were going to do the same thing to a _little girl!" _In his blind fury, Spider-Man began punching the criminal mercilessly, a sickening_ crack_ echoing through the restaurant with every hit. _"You damn murderer!"_

With all his heart, Peter wanted to end this evil man's existence in this world so he could never hurt anyone ever again. He wanted him gone. He wanted to kill him.

And he almost did.

"Spider-Man! Stop!"

Peter froze with his fist raised back, blood dripping from his gloved knuckles. His body shook violently as the voice dragged his mind back into reality, and his breaths came out in shallow, raspy gasps. He stared at the man's face before him, his eyes taking in what he had just done, and he grimaced at his handiwork. The criminal was unrecognizable—a swelling, bloody, black and blue mess making a sort of moaning sound that gurgled from his throat. Peter immediately released his hold on his neck, and the man collapsed to the floor, hacking and coughing as he sucked precious air into his starved lungs. Peter stared remorsefully at the suffering man on the floor for a moment, then slowly turned around to see the little girl from before surrounded by her mother's protective arms, both staring back at him with fear in their eyes. He glanced over at the other hostages huddled together on the floor, and they, too, gazed at Spider-Man with a similar look of terror plastered on their faces. Shame and guilt suddenly consumed Peter for allowing himself to lose control like that. He couldn't blame the people for fearing him. He had scared himself.

Peter turned around and walked up to the two rattled girls, who flinched slightly when he stooped down to meet the young child's eye level.

"Are you okay?" he asked her as gently as he could, his voice still shaking slightly. The girl nodded slowly, tears sliding down her face. Peter felt the weight of what he'd just done land heavily on his head, and he had to make it right. "I'm sorry that this happened. That…you had to see me do that." He rubbed at his chin, which caused him to notice the blood that stained his gloved hand, and he quickly hid it behind his back. "What's your name?"

"Emily," she said shyly. With his clean hand, Peter reached up and wiped the tears off of her cheeks.

"Well, Emily. I have to thank you. You…kind of saved me. I was just really upset about what that guy did, and I kind of lost it. But you stopped me. Thank you." He gave her shoulder a comforting squeeze. "You're my hero."

Emily smiled and let out a bashful giggle. Then, without warning, she ran from her mother's arms and gave Spider-Man a great big bear-hug. Peter sat, slightly stunned for a moment, at how forgiving this child was. He'd almost killed a man out of mindless rage only moments before, and now he was being cuddled by a young girl like nothing had ever happened. Peter realized that the responsibility of being Spider-Man carried an unseen weight that he had to hold himself accountable to. He could not lose control like that ever again. Peter blinked repeatedly, and out of nowhere a wave of emotion suddenly rushed over him and seized up his throat. He swallowed painfully, grateful he was wearing a mask as he felt his eyes become wet beneath the red fabric. He hugged Emily back gently, and a shaky breath slipped between his lips as the innocent embrace rekindled Peter's spirits with a newfound hope.

Once the police arrived, the heavily beaten criminal was taken to the hospital, and the hostages were safely freed of their Korean restaurant prison. Peter informed the officers of the dead woman and that the man had mentioned there being a bomb set to demolish the building, and the SWAT team showed up and began combing the area with sniffing dogs and strange beeping devices. Peter didn't wait around to see if they found anything. He had to find Gwen.

Spider-Man swung to a neighboring building and climbed up to the rooftop with his dress clothes tucked neatly under his armpit. He placed the suit behind a vent and crouched on the edge of the roof, staring down at the sparkling city below. He couldn't believe he'd almost murdered a man out of cold blood. Peter never knew he possessed that kind of rage inside of himself, and it scared the hell out of him. The words of his deceased uncle weighed heavily on his mind. _If you can do good things for other people, you have a moral obligation to do those things. That's what's at stake here. Not choice. Responsibility._ And with great power came great responsibility. Peter hung his head in spite of himself. He'd failed his Uncle Ben by not owning up to that responsibility, and not respecting the power he'd been bestowed with. He wouldn't allow himself to fail him again.

Spider-Man shook his head and took a steadying breath. He needed to find Gwen and let her know he was okay, and he needed to get home before it got too late. Peter stood, preparing to hook his webs into the the post office building to his left and swing by her apartment window to see if she was there, when a nagging buzz suddenly went off inside his skull. It wasn't as alarming as the sensation that he'd felt in the restaurant, but it was enough to make his body stiffen and set his mind on-edge. Peter spun around and spotted something glowing in the sky, approaching fast. A sound like a miniature jet engine met his ears. He squinted, and a red and gold object came into view, short beams of light trailing behind it. _Oh great,_ he thought irritably, _what now?_

On the opposite side of the roof, the object came to a graceful landing with a heavy metallic_ thunk_. Peter stood rigidly, his spidey sense still pinging subtly in the back of his head as he wondered what the hell was going on. The figure began strolling towards him, strange robotic whirrs sounding with its every step, and Peter realized the object resembled the shape of a man. A triangular chest plate and two thin eye slits glowed blue in the darkness, and Spider-Man felt a slight itch of fear creep into his throat. _Who is this guy?_ he thought uneasily to himself. _What does he want?_

Finally, the figure came into full view, and Peter was shocked. The metal man that stood before him stopped a good distance away and gave him an obligatory nod and a goofy-looking salute.

"What's up, Spider-Man?"

* * *

><p>The police were already crawling all over the Korean restaurant by the time the Avengers had showed up at the scene. Tony Stark gazed down at the tiny people scrambling about beneath him from his position high in the sky, hovering with his hands at his sides. Natasha and Steve scoped the ground area and asked the police which direction they'd seen Spider-Man head, while Clint sat with his bow on top of an abandoned hotel building with a clear aerial view of the scene below.<p>

_Follow the plan, guys,_ Tony said into the mike in his helmet. _We locate, surround, and capture. Got it? This guy couldn't have gone far without being seen._

The Avengers had decided to skip the whole "asking him kindly" plan and had agreed that taking him by surprise would be their best bet if they wanted to seize him without resistance. It seemed kinda unfair, but that was the plan.

_What if he changed into normal street clothes? _Clint asked, screwing a taser cap onto the tip of an arrow, which made the head blunt, but its shock value significant.

_Let's hope not, _Natasha chimed in, rolling her eyes as an unhelpful police officer offered her his number. _This already feels like a wild goose chase as it is._

_Apparently, Spider-Man took out some crazy drunk murderer who was holding the whole restaurant hostage before fleeing the scene,_ Rogers informed them after chatting with the police chief, donning his seemingly flashy Captain America suit that made him stick out like a sore thumb amongst the officers swarming below. _He told one officer there was a bomb somewhere, but they haven't found anything yet._

Stark increased his altitude, frustration beginning to dampen his mood. Where o' where had their Spidey run off to? This guy was crafty, he gave him that. And a bit too smart for his own good.

Tony tapped on his helmet's temple. "Jarvis, switch to thermal imaging mode." Immediately, the bustling bodies below him became a sea of red and yellow blobs swimming about in an ocean of dark blue. He scanned the area diligently, his brow wrinkled in concentration.

Then, suddenly, a solo red dot became visible to him on top of a building a little ways away from the Korean restaurant. He zoomed in, just to be sure he wasn't seeing things, and low and behold there was a figure walking on the structure's rooftop. Surprised excitement swelled inside of him.

_Guys, I see him! On the rooftop, far west corner!_

_Are you serious?_ Natasha exclaimed, whirling on her heels and speeding in that direction. _Heading that way now. Hold position, Hawkeye and Stark, until Cap and I are in formation._

_I don't have visual, _Clint stated impatiently. _Should I move so I can have a clear shot if things get hairy?_

_No, stay put, _Iron Man insisted._ If something goes down, I'll push him your way and maybe you can take him out by surprise. _He watched as the skinny figure on the building crouched along the edge of the roof, his head hung low. For a guy who supposedly just saved a restaurant full of people, he looked kind of dejected. Tony suddenly felt guilty as he realized what they were about to do: capture this guy like a mouse in a trap with no explanation whatsoever and force him to spill the beans on all of his secrets. Even he, the notoriously self-serving Tony Stark, could feel the injustice behind it all.

_We're in position, _Romanoff announced to the group. _You have the tranquilizers ready, Stark? _

_I thought he was shooting an electrified net over him, _Clint responded confusedly.

After a moment in thought, Iron Man shook his head and took a deep breath to compose himself. _I'm going to go talk to him._

_You're what? _Natasha asked, alarmed. _You can't be serious. Whatever happened to the whole "follow the plan" deal? _

_This just doesn't seem right, taking him out like this when he hasn't done anything wrong. I'm going to see if I can work things out without all the tranqs and traps. _

_You're going to screw up everything, _Clint grumbled with an irritated edge to his voice.

He heard Captain America sigh on the other end. _I understand your reasoning. I don't particularly enjoy the idea of kidnapping a fellow soldier like he's some kind of criminal. But this is pretty stupid. If this ends in a brawl, you're buying the whole team shawarma dinners for a week, got it?_

Stark let out a laugh. _Fine, but Thor isn't invited. That guy can put those things away like nobody's business. _Switching back to regular camera mode, Tony took off towards the building, his focus locked on target. As he got closer, he could clearly see the flashy red and blue suit with the iconic spider pattern stitched into the back fitted like a glove to the hero's thin frame, which validated that this was indeed the famous masked vigilante in his sights. He watched as Spider-Man rose to his feet, stared down casually at the expansive cityscape below, then went rigid as a statue.

_No way he could've detected me yet, _Iron Man thought to himself. But to his disbelief, the spider guy spun around and stared up right at him. _Or, maybe he could've. And did._

Tony descended on the far side of the rooftop, his eyes never wandering from the masked hero before him. Although the guy's face was hidden, he could tell that Spider-Man was on edge by stiffness of his muscles and the defensive nature of his stance. He began to walk closer, watching the skinny man intently and half-expecting him to leap off the roof in a valiant attempt to escape or something. But he stayed put, observing Iron Man's movements attentively as he drew nearer. When he was about twenty feet away, Stark stopped and gave Spider-Man his friendliest of salutes.

"What's up, Spider-Man?"

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><p><em><strong>I'm a terrible person. :) The <strong>__**real **__**goodies come next chapter, but I guess if people are actually following this crazy story then you'll have to wait **__**until**__** next week. Sorry, I love all of you! Rant at me in your reviews if you must. :P**_


	5. Chapter 5

**_Disclaimer_**_**: Everything I wish I owned I **_**_don't. :,(_**

**_Just so all you lovely people know, I've stayed up until 12:30 perfecting this chapter because I wanted it to the be the best one yet. I know I made a ton of people mad for leaving you all for over a week with a cliffhanger (muhahaha) but here you go. I hope this satisfies, although I feel like it might irritate many of you, so sorry. This chapter is long and disorganized, but I hope you enjoy it. If not, please fiercely rant about it in the reviews. :)_**

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><p><em>Chapter 5<em>

An awkward silence hung between the two heroes on the rooftop. Peter stood gaping beneath his mask at the red and gold armor standing before him for a moment, then relaxed his muscles slightly.

"Iron Man?" Spider-Man said in a startled tone. Peter had seen the supposed genius, billionaire, playboy, philanthropist donning his famous armor in countless newspapers articles, TV interviews, and magazines everywhere he went. Before he had even obtained his Spidey powers through the momentous spider bite in his snoop around the Oscorp building, Peter had watched as Iron Man and the rest of the recently assembled Avengers had fought the alien hell that had struck downtown New York. Iron Man was the one who flew the nuke into the portal that the alien army had been pouring out of, which had ended the battle with Earth as the victor, while nearly getting himself killed in the process. Peter had to admire the man's heroism, but he had heard from many news reporters, sleazy women, and rather jealous scientists he'd met at Oscorp that the man was a swanky, self-centered, disreputable jerk who had a scandalous reputation with the ladies and one hell of an ego. Peter had his reasons to be a bit skeptical.

"Oh, so you've heard of me!" Iron Man exclaimed enthusiastically, his face mask flipping up to reveal the iconic grin of Tony Stark. "I'm glad. This makes things less awkward."

"What...what are you doing here?" Peter asked quickly. Something was telling him this wasn't just a friendly meet-and-greet from one of the most powerful men on the planet.

Stark shrugged his shoulders casually. "I just wanted to chat. I was flying overhead and saw you down here and thought it'd be cool to finally meet the famous Spider-Man."

_Liar, _Natasha laughed over the speaker in Tony's helmet. He ignored her.

Peter didn't know if he should feel complimented or alarmed. He hadn't known he'd grown so well-know that he was showing up on someone like Iron Man's radar. Peter gripped his arm uncomfortably.

"Uh, gee, thanks," Peter stated stiffly, turning around to face the roof's edge. "But I, uh, I kinda need to go now. I'm in a hurry."

"Oh, I totally gotcha," Stark complied, walking up to stand beside him and looking down at the glowing city below. "Big, important hero duties to fulfill, right?"

Peter felt like he was being talked to like a child playing dress-up in a Superman cape. "Yeah."

Stark looked over at the hero standing next to him and felt a bit conflicted and confused. This Spider-Man dude was not at all how he'd expected him to be. This guy didn't look nor speak like he was really a man at all. His voice and build seemed so young.

Clearing his throat, Tony tried to shrug off the situation's awkwardness with a bit of small talk. "You know, we were all pretty impressed when we saw you defeat that Lizard guy and save the city from becoming a bunch of mutated reptile monsters."

Peter glanced over at him in surprise. "We?"

"Er, yeah," Iron Man stuttered, feeling stupid for his little slip-up being caught. "Me and the rest of the Avengers."

Spider-Man felt a bit overwhelmed to know that he was being watched by the Avengers, literally _the_ most incredible and well-known team of superheroes on the planet, but at the same time a little excited. He stared down to watch the steady stream of traffic flow through the streets far below. "Well, I tried to help as best I could."

"Well, you did have a bullet in your leg and a couple hundred thousand volts shot into your body by some extremely helpful cops," Tony chuckled with a playful tone in his voice. "But y'know, nothing major that the amazing Spider-Man couldn't handle, right?"

Peter allowed a light laugh to escape him. "Yeah, I managed." He glanced over at Stark with a tinge of sarcasm in his voice. "A little backup from you and your juiced-up super pals would've been appreciated, though."

"Yeah, sorry. I dunno about the rest of the gang, but I'm pretty sure I was waxing my new Lamborghini that day."

Spider-Man tried not to take that too seriously, but thinking back to that night reminded him of the horrendous death of Gwen's father on the roof of the Oscorp tower. He lowered his gaze to his red feet. "It, uh...it really would've been helpful, though. A good man died because I couldn't protect him."

Guilt rose up into Stark's throat. "Oh. I'm sorry." He scratched at his scruffy facial hair, trying to think of a way to change the subject. Then a blatant opportunity became apparent before him. He had to get their mission done.

"Well, maybe you don't always have to fight alone," Stark suggested carefully, and Spider-Man glanced up at him. Iron Man looked back at the curious masked vigilante, his reflective eye lenses glossy and gleaming with the lights of the city. "Even for a raging hot-head like me who doesn't always work too well with others, I admit that having a team has been beneficial. There's no way I could've saved New York from that insane alien freak show that happened a while back on my own." Stark's voice faltered a little as he spoke about the experience that tended to trigger anxiety attacks within him, but did not allow himself to spazz out over it this time.

_We're all touched, _Steve spoke dramatically into his earpiece. Stark snorted to himself.

"So, what are you saying?" Peter asked quietly.

"I'm offering you a chance to possibly join our team," Tony clarified, placing his hands on his hips. "You'd make a great addition to our group with your fighting abilities and web-slingyness."

Peter couldn't hide the shock in his voice. "You mean, as an Avenger?"

_Uh, Stark? _Natasha interrupted in Iron Man's ear. _Coulson didn't verify if that was our call to make. _Tony stayed silent, however, staring at Peter expectantly.

Peter sat there, weighing the incredible opportunity he'd just been offered in his mind. With the aid of the Avengers at his side, he'd likely never have to be in the situation that he had been in with Captain Stacy and the Lizard ever again. He'd have allies, resources, and maybe some decent medical personnel to attend to his battle wounds besides Gwen with nothing but some colorful band-aids and a few comforting kisses on his bruises. Also, he'd have people that could offer him some guidance based on their very admirable experience. Despite what he'd already been through, Spider-Man knew that he was still a bit of a novice when it came to this whole hero thing. But something occurred to him that created a cloud of uncertainty in the back of his mind.

"What would I have to do, exactly?" Peter inquired, and he saw the excited expression on Tony's face fall a little.

"Well, I'd have to ask you to come back with me on the Helicarrier," Stark stated cooly, averting his eyes and absentmindedly staring at the detailing of his armored suit. "You know, that giant crazy flying ship thing owned by S.H.I.E.L.D.? Just so you could get all the questions and paperwork and stuff like that sorted out."

"What kind of questions?" Peter asked, feeling as though his suspicions were about to be confirmed. "Would I have to tell anyone my identity?"

Stark sighed. He knew that one was coming, and didn't know how to answer it with anything softer than the truth. "Yes, you would. Just as standard protocol. But only to the members of the team and S.H.I.E.L.D.'s staff. No one outside of that would have to know anything."

Peter shook his head to himself. As amazing as it would be to become a member of the Avengers, he couldn't put the people he loved at risk like that by letting an enormous agency like S.H.I.E.L.D. know his secrets. Gwen and Aunt May—he had to keep them safe. None of the identities of the Avengers were confidential from the public, and Peter didn't think that was merely a coincidence. He just couldn't take any chances. He knew what he had to do.

Without warning, Spider-Man leapt from the rooftop and began careening rapidly towards the winding sea of people and cars below. At the perfect moment, he shot a strand of webbing from his wrist at the base of an advertisement billboard and swung between the stilts that supported it. He whipped all the way around to the other side of the sign, and his momentum carried him high into the air. With an expertly executed flip, he landed atop the billboard, and turned around to face a rather surprised Tony Stark. Peter cupped his hands around his mouth.

"I'm sorry, my striking metal compadre, but I got people I need to protect," Spider-Man yelled from atop his perch. "Thanks for the offer though." Mimicking Iron Man's introduction with an equally silly salute of his hand, Peter turned away, scoping out the landscape for the next target to hook his web-shooters into.

"W-wait!" Tony yelled, but Peter didn't look back. They had nothing left to offer him.

Suddenly, Peter's spidey sense went haywire, going off like a bomb inside of his head. The sensation took him completely by surprise, and he whipped back around towards Iron Man. But the metal Avenger had yet to make a move, and he realized that it was warning him of something else. Before he could react, however, he felt something slam into his side, and an electrified jolt coursed through his entire body. His muscles froze up instantly, and he toppled backwards off the billboard and began careening towards the pavement below. Clint Barton watched Spider-Man fall from his recently acquired position behind a trash can, his fingers still quivering after having just fired an arrow that had met its mark.

"Barton, what the _hell!?" _Tony yelled, his metal mask dropping over his face as he blasted off the roof towards the falling figure. He flew downwards with incredible speed and caught Spider-Man's limp body in his arms just above the unforgiving concrete, hovering there for a moment with a sigh of relief.

_Your little chit-chat was getting us nowhere, _Clint stated indignantly, lowering his bow as he stared at Stark from afar. _Something had to be done._

"Warn me next time!" he demanded furiously, but was then startled by Spider-Man stirring in his arms. Peter groaned in pain, then sluggishly opened his eyes to see the blurry shape of a familiar metal mask staring back down at him. The realization of what had just happened dawned on him, and instantly his veins felt injected with adrenaline.

"Don't move," Tony instructed, "we're going to get you to a doctor."

But Peter's body sprung into action before he could think, and with one swift movement he punched Iron Man in the jaw with a powerful upper-cut, which caused his knuckles to crack against the hard metal, and slipped out of his arms as quick as a snake. Peter launched himself into the air, fired a web-line at the nearest building, and whipped around the corner with fantastic speed.

Iron Man was stunned for a moment, amazed at how much power such a little guy could pack behind a punch. He was quickly jarred out of his daze, however, as Spider-Man vanished around the corner.

_He's on the run! _he warned his team after he'd recovered, rocketing after the vigilante. _So, shawarma all around tonight?_

_Dammit, Stark,_ Captain America cursed, snagging his shield off of his back._ Which direction is headed?_

_Swinging your way, Spangles, _Tony replied, catching up to Spider-Man as he flipped like an acrobat high above the street._ I'm going to try to stop him here._

Peter had never traveled by web so fast before in his life. His heart pounded violently in his ears, and his web-shooters were firing off strand after strand, increasing his speed even more so. His spidey sense went off in his skull as he heard a voice yell from behind him.

"Spider-Man!" Iron Man cried out from behind his mask. "Hang on a second!"

Peter ignored him and continued shooting his webs off at a maddening rate, not taking a single moment to look back.

_Stark, stop trying to reason with him,_ Tony heard Agent Romanoff hiss into his ear. _Your stupid heart-to-heart plan was a fluke, so now it's time to revert back to plan A. It's time for action. Get the mission done._

Tony cursed under his breath. "Dammit, Romanoff," he hissed, then raised his metal hand forwards as he chased after Spider-Man. A shrill ping indicating the repulsor in his palm was preparing to fire sounded threateningly. Upon hearing the noise, Peter swung far to the right, but Iron Man's targeting system was locked firmly on his skinny form. A bright blue flash of light glowed from behind him, and despite his efforts to flip out of the way, Peter felt a searing pain suddenly rip across his left shoulder. Spider-Man gasped and tumbled forward, barely catching himself from crashing into a subway station below with a quick flick of his wrist. He ungracefully swung sideways, struggling to regain equilibrium, and forced himself to cool down and allow his instincts to take over. He was out of options at this point. If he wanted to have any chance of escaping, he had to fight his way out of this. And he would _not_ allow himself to be caught. For his family's sake.

"Come on, Spidey," Peter heard from behind him. "Just stop this. We don't want to hurt you!"

A fresh wave of fear rushed through his body, and Peter shot two web strands at the same time as he reached his lowest point, then catapulted himself skyward. As he flew, he flipped upside-down, firing off small spurts of webbing at Iron Man's armor. The fluid splattered all over the metal man's body, blinding his eye-slits and clogging up the armor's notches and joints. Tony clawed at the webbing that blocked his vision with no success, then veered off course wildly. Peter watched him crash into the side of a brick building and hit the ground in a spray of sparks before flipping forward again and swinging further down the street.

Tony slowly skidded to a halt along the cold pavement.

"Aw, crap," Tony moaned, lying blinded on the ground and his body aching from the impact.

_What happened? _Steve asked, widening his stance as he waited for Spider-Man to come into view.

Stark tried to get up, but his armor began making a strange whirring sound and refused to budge. The web fluid had invaded every nook and cranny of his metal suit, jamming up the mobility of the armor's metal joints.

"Jarvis, unclog foreign substance," Tony instructed.

_Working on it, sir, _Jarvis insisted. _The substance's elasticity and chemical composition allow it to stretch and bend under high levels of stress without breaking. Considering where and how the substance has been clogged inside the armor's joints within the exoskeletal infrastructure, most of it will have to be removed manually before full suit mobility can be restored._

_Wonderful, _Stark groaned, flicking on a small blowtorch at the tip of his metal finger._ Bastard webbed up my armor. It's all locked up; I can hardly move. _He began melting the webbing inside the crook of his armor's elbow._ He's all yours, Cap, _Stark sighed in defeat, feeling slightly embarrassed for being taken out so easily.

"Roger that," Steve breathed, his heart rate increasing. Bending his knees slightly, he held his shield low to the ground, eyes trained on the skyline. If this guy had the ability to take out the great Tony Stark, he wasn't going to underestimate him. Captain America was going to take him down and get this over with.

After watching Stark wipe out, Peter allowed himself to breathe a little. He thought he was in the clear, and slowed his pace down a bit. _What the heck was he trying to do, sucker-punching me like that? _he thought irritably, feeling a fresh bruise swelling up on his side. Whatever it was that had hit him and electrocuted the crap out of him, it had hurt. _Bad. _Topped with the cherry of the whole trying to fry him out of the sky with his hand cannon thing, both Spider-Man's respect and trust for the famous Tony Stark had basically plunged down toilet. A jagged vein of lightning suddenly snaked its way across the sky above Spider-Man, followed by a deep boom of thunder that reverberated throughout his body. A minute later, rain began pouring down from the sky, soaking Peter to the bone and causing him to shiver beneath his spandex suit. Whatever Tony's reasonings were, it didn't matter. For now, he needed to focus on getting home and calling Gwen to make sure she was safe. Not to mention his aunt, who was probably beginning to worry about him.

He wasn't expecting the flying saucer that suddenly slammed into his chest.

The moment Spider-Man came into his view, Steve had spun like a discus athlete and launched his shield into the air with all his super-soldier strength. His aim was pure, and he did not envy the pains the poor fellow was going to wake up with in the morning. Spider-Man flew back and crashed into a parked taxi's windshield, the breath knocked from his lungs as glass crumbled around his body. He coughed and sputtered, unable to move, trying to comprehend what on Earth had just happened to him.

Captain America walked up to the skinny figure sprawled out on the hood of the car, picking up his shield and offering him his hand. "Sorry about that, son. It's nothing personal—just following orders. Now, let's not make this any more difficult than it has to be."

"The hell…is your problem…?" Peter gasped, wondering if his ribs had been shattered. "Whose…orders?" He rolled off the vehicle and onto the wet pavement, moaning in pain, and landed roughly on his hands and knees. As he shivered and panted feebly on the ground, he felt a shadow loom over him and something cold press against the back of his neck.

"Please, Spider-Man. I don't want to have to rough up a fellow hero, but you'll give me no choice if you cause anymore trouble."

A low rumble from the clouds above sounded around them as panic began to seize Peter in a chokehold. There was no way he could let these guys capture him, whatever their reasons were, no matter the fact that they were the _Avengers _that were supposed to _protect people. _But how was he supposed to escape from the super-soldier that stood above him? Peter breathed heavily, curling his fingers against the ground as raindrops pounded the Earth in a merciless wave.

"Why…why are you doing this?" Spider-Man asked around a bout of coughing, balling his fists. "What do you want with me?" Fury churned in his stomach as he thought about how insanely ridiculous all of this was. These people who he'd looked up to as heroes were attacking him and trying to take him into custody like he was the enemy, and there was no explanation behind any of it. Peter shoved the shield from off of his neck and stood with his hands clenched at his sides. _"I didn't do anything wrong!"_

"I know you didn't," Steve said compassionately, suddenly feeling guilty for treating Spider-Man in such an unfair manner. _"We_ know you didn't. But people are worried about what you're capable of, the kind of threat we'd be up against if you ever turned criminal, and we have to make sure that you're on own side."

"So all that crap Stark was spewing at me about joining the Avengers was a _lie?"_ Peter practically spat. "Just a cover to buy his pals some time to surround me and haul me off to be interrogated?"

Steve shook his head. "No, that wasn't—"

"I don't even care," Peter yelled, throwing his hands up in the air and turning on his heels. "Just forget it. I don't want anything to do with you morons anymore."

Steve raised his shield up threateningly, which glinted in a flash of lightning. "Don't make me take you out, Spider-Man."

Peter let out a cruel laugh. "Go ahead. Take me to your damn ship and strap me to the electric chair. I won't tell you bastards anything." He then whipped around to face the super-soldier, his fists balled at his sides. "All I want to do is help people. And that's all I've been trying _to _do. And that's what I thought the Avengers were all about—helping the world."

"That includes protecting it from people who could possibly pose a threat," Rogers said calmly.

Peter shook his head in disbelief, his voice laced with sincerity. "I'm telling you right now, I'm just a guy in freaking spandex trying to fight crime and keep my city safe. That's it. Nothing more." He rubbed the back of his neck, which still felt cold. "And I have a family I have to get home to. If you take me in, she's not…they're not going to have any idea what happened to me." Peter lifted his hands into the air, backing away slowly. "Please. Just let me go."

He could see the inner conflict raging within the legendary super-soldier. Steve Rogers knew that the man was speaking the truth, and that the desperation in his words was sincere. He sighed, pinching the bridge of his nose, then shook his head slowly.

"I believe you, Spider-Man. I really do. But I know that this is what needs to be done, for everyone's safety. I'm sorry." He dropped his arm, readied his shield behind his back, and flung it at the masked vigilante. But Peter was ready this time. He sprung up high, and the shield zipped beneath his feet. Turning in the air, he fired his web-shooters at the Captain's weapon, snagging the spinning object with strands of stretchy webbing. Using the shield's momentum, he spun violently and sent it flying high into the air, where he heard it clatter on a building's rooftop far above. Maybe the great Captain America would be less problematic without his vibranium toy.

Without hesitating, Steve charged towards Spider-Man, throwing a punch at Peter's head that he was barely able to dodge. Recovering, Peter flipped backwards and landed in a low crouch, breathing heavily as the raging downpour continued from above. He fired off an onslaught of webbing from his wrists, but Captain America ducked low and rolled out of the way. It was two genetically enhanced beings going head to head, and the outcome was not looking promising on Peter's end. Captain America was a well-disciplined, highly experienced, and fiercely trained combative master injected with some sort of super-serum, while Spider-Man was just a skinny kid with the strength of that of an equally-sized spider and the ability to stick to things. In his head, his odds of winning the battle against the Avenger did not play out well in his favor. The only thing that gave Peter a slight edge over the super-soldier was that he was without his weapon, while Peter still had his: his web-shooters. So maybe he wasn't completely outclassed.

Suddenly, Peter's spidey sense pinged violently at the base of his skull, causing his eyes to widen in alarm, and he spun around just in time to see a black boot flying straight towards his face. Spider-Man threw up his forearm and blocked what would've been a kick square between his eyes, cringing from the harsh impact, then leapt back as his attacker dropped in front of him.

_Dammit, _he thought, watching as the black figure rose to their feet. _One's bad enough. Are all of the Avengers here to capture me, then?_

"Hey, Spider-Man," the dark silhouette said cooly, strolling forwards with their arms swinging casually at their sides. Peter could tell from the person's voice and figure that they were a woman, although that didn't exactly calm his edged nerves. "Are you causing Steve some issues? I guess I should call the exterminator, then—tell him we're having a little pest control problem."

Despite the direness of the situation, now even more intensified than before, Peter chuckled mockingly. "Sorry, didn't mean to be a bother. You know, just flipping around town, saving people's lives, minding my own business, when a bunch of theatrically dressed assholes attack me out of nowhere. I think, for everyone's sake, it'd be best if this itsy-bitsy spider just skittered off, and you all leave me alone from now on, don't you agree?"

Black Widow laughed quietly. "Sorry, Spidey, but I'm afraid that's not going to work out." The Avenger suddenly assumed a threatening stance, and Peter went rigid. "And don't worry; I won't dull you with a long, drawn-out speech about why you should come with us."

In a flash, she rushed straight at him, and Spider-Man jumped backwards in surprise, only to remember a moment too late that Captain America was still behind him, and he spun around right as Steve swung his powerful fist. Startled, Peter stumbled back with a gasp, but the Avenger's swing was dead-on, and Spider-Man could only shut his eyes tight as he was struck by the solid punch. Cap's knuckles crashed against his chin, causing his head to snap back painfully, and Peter collapsed to pavement, his head swimming madly and blood pooling in his mouth. He sputtered in agony, wondering how in the hell he hadn't passed out and feeling incredibly stupid for falling for such a cheap trick, when a dark figure materialized above him, and he struggled to focus his hazy, spiraling vision.

"We'll just skip straight to the fun stuff," Natasha said smugly as she stood over the moaning vigilante, who slowly sat up in front of her while clutching his throbbing head. Captain America suddenly seized him by the fabric along his collarbone and lifted him off the ground, feeling like a jerk for being so assertive but not taking any chances in letting him slip away.

"Natasha, cuff him," Steve told her, and Peter heard the woman walk behind him and felt her hands grab his wrists. Spider-Man was instantly jarred from his daze as he realized what was happening, and, gritting his bloody teeth, he wrenched his arms free of Natasha's grip, cocked back his fist, and socked Captain America right in the jaw, sending him flying sideways with a yell of surprise. Cursing, Black Widow grasped Peter's arm and twisted it against his back, expecting him to whimper defeatedly, but Spider-Man was much more flexible than most of her enemies. The masked vigilante leapt upwards, twisted in the air, and kicked Natasha in the back of her head, causing her to land face-first against the ground with a grunt. Peter landed on the street in a low crouch, but right as his feet touched the pavement, Agent Romanoff whipped her legs around violently and slammed her heels hard against his stomach, causing him to grimace and stumble backwards. Steve rose up from where he'd gone down a moment before in a hurry, recovering from Peter's attack much quicker than he'd anticipated, and sprinted at Spider-Man as he backpedaled unsteadily. Peter dodged Captain America's second attack rather easily, dropping to the ground and rolling along the street as he punched at the empty air, but Natasha was on her feet right beside him, and the two Avengers flanked him on either side. Peter was aching everywhere, and he was beginning to grow very fatigued. But, above all else, Peter was just downright pissed off, and he huffed irritably under his breath. This fight was going nowhere fast.

Suddenly, the two of them rushed at him at the same time, and an idea came to him in a panicky flash. Spider-Man crossed his arms over his chest, aiming his wrists at both of his attackers' faces, and pressed down hard on his palm triggers. Two spurts of webbing shot from his web-shooters at the same time and splattered across their eyes, and the pair cried out in surprise. In their confusion, Peter dropped low and swung his legs along the ground, knocking both of their feet out from underneath them. As they fell to the pavement, Spider-Man jumped into the air and began firing off multiple blasts of web fluid at once, coating their entire bodies with webbing and encasing them in identical spidery cocoons, which trapped them against the street. He landed between them and continued spraying more and more webbing over their arms and legs so that they were both efficiently restrained. The two of the squirmed and struggled beneath the thick blanket, cursing frustratedly, before Peter webbed both of their mouths shut. As he stood above the restricted Avengers' wriggling bodies, shaking slightly and his breaths choppy as they slipped from his lips, he looked down at his two captives in a disoriented daze, and realized that, to his disbelief, he had neutralized them.

He…had won? Whoa…

Rather than celebrate this seemingly momentous victory, Peter focused his mind on what he had to do before he was in the clear: get back home to his Aunt May. She would be worried sick by the time he arrived. He swallowed painfully, a mixture of saliva and blood sliding down his throat, and crouched down beside Captain America's head.

"Tell your pals to leave me alone from now on, you hear me?" Raindrops dripped off his mask as he spoke, and Spider-Man's voice carried a deeply sinister tone. "I don't want anything to do with you Avengers, and if you ever cross me again, I won't show mercy."

In a quick yank, he ripped off the webbing that had been covering the two Avengers' noses so that they could breathe. He didn't want them to suffocate at his hand, after all. He listened to their muffled grumbling for a while longer, rubbing at the tender welt forming on his face and feeling the rain patter against his burning shoulder and throbbing head. Then, turning away from them, Spider-Man sprang into the air, firing off webbing at the towering buildings that bordered the street. He swung with a sudden panic, fearing that some other unseen enemy might pounce on him at any moment, all the while his body screaming at him with every movement to stop but his instincts willing him to push faster.

Natasha Romanoff was seriously pissed. She would not allow Spider-Man to get away with this and make a fool out of she and the rest of her team. Grumbling and cursing through the webbing over her lips, she worked her fingers free of their bondage, slipped a kunai out of her sleeve, and sliced her arm out of the webbing. Natasha tore the film off of her eyes and mouth, hissing in pain, then slashed her other arm free before glancing up at the sky. Spider-Man was zipping down the road on alternating web-lines, and after freeing up the rest of her limbs, Romanoff rushed to her feet and poised her kunai back behind her head.

As Peter rounded the corner, something small and sharp suddenly flew past his face, slashing through the skin on his forehead. He cursed in pained surprise, and looked back for just a moment to see the redheaded woman dressed in black standing in the middle of street, free of her restraints and her furious eyes boring intensely into his. Then, just like that, the mysterious masked vigilante swung around the building, flipped down a narrow alleyway, and vanished into the night.

"Dammit," Natasha hissed, her arms dropping defeatedly to her sides. Spider-Man had escaped them. The master assassin let out an exasperated sigh, then pulled a knife from her utility belt and crouched down to cut through the webbing plastered over Steve's mouth until it fell away from his lips. He let out a gasp, sucking much-needed air into his aching lungs. She then sliced through the film over his eyes and began sawing around his trapped arms and legs.

"This stuff is stickier than I imagined," Steve said with a defeated laugh. "Sorry, guess I kinda lost the battle for everyone."

"No, it was both of us. We underestimated him, I suppose. We should've just taken him on all at once." She narrowed her eyes. "And Stark shouldn't have messed up the plan by trying to 'talk it out' with Spider-Man. When he starts the tab, I'm going to eat him into bankruptcy."

"I punched the guy in the face—I thought that'd be enough to knock him out cold. Guess I didn't give him enough credit where it was due, and failed everyone because of it." Captain America rolled his achy shoulders as his neck and torso were freed. "We need to regroup; figure out what to do next. Fury and Coulson are not going to be happy about this." He wrenched his arm from the clingy material and tore the remaining webbing off of his legs. Natasha grabbed Steve's hand and helped him stand. He grimaced, rubbing at his sore jaw.

"That doesn't matter now—let's go find Stark and Clint. We gotta get you back to the tower for some medical attention."

"Same for you," he chuckled, and with a slight limp, the pair began trekking back towards Avengers Tower, the shame of their pathetic loss beginning to settle in as the rain poured down onto their heads.

* * *

><p>As Peter entered his neighborhood, he felt his body beginning to give out. Blood from the cut on his forehead was saturating the fabric of his mask, and his muscles felt stretched to their limits. His house came into view, and he fired a web strand at a street lamp to swing up to his bedroom window. But as the webbing became taut under Spider-Man's weight, the bulb he'd carelessly hooked onto ripped from its socket, and Peter flailed in the air before crashing to the sidewalk just in front of the walkway leading to his house's doorstep, glass shattering noisily behind him. He laid there, shivering in the icy downpour that refused to let up from above, his arms and back now arrayed with fresh skid marks. A lonely dog barked in the distance above the pounding of the rain. He struggled to lift himself from the wet pavement, but try as he might, his body refused to move.<p>

A light came on from the front porch of his home that was barely coherent to Peter's bleary eyes. A silhouette of a woman appeared and was outlined by the yellow glow. Spider-Man's fading awareness allowed him to comprehend the presence, and his fingers stretched towards the shimmering figure.

_Please…help…_

Then everything tunneled into darkness.

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><p><em><strong>Dun dun DUUUNNN! I'm such an idiot :P. Did anyone catch that complete BS I threw in about Tony's armor? If so, yay for you. Also, It kind of sounded like Steve was asking Spidey out on a date. Ha ha haaaaaa anyhoo next chapter out on thursday (even though I'm technically posting this on wednesday. You're <strong>_**_welcome) Love all of you awesome people for actually liking my story! :D_**


	6. Chapter 6

**_Disclamier: i diddly don't own a darn thang_**

**_Chapter 6, people. Whoop whoooooop! I'm starting to catch up on myself writing these chapters, so I'm freaking out a lil bit. Plus the fact that I'm doing basketball, taking summer classes, supposed to be reading some book for english, it just isn't cute. I WILL finish this story though. I promise you that. And it will be beautiful. The end. Sorry if this ones a bit short. Love you peeps :)_**

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><p><em>Chapter 6<em>

"Uuhh…"

Peter's eyes slipped open groggily, his vision struggling to focus on anything around him as a moan escaped his lips. He tried to move, but his body felt numb and heavy, and it seemed as though everything was in slow motion. A wave of panic washed over him as he tried to sharpen his dulled senses. He blinked, shaking his head to clear the fogginess from his mind, which made him a bit dizzy, then surveyed his situation.

He was surprised to find himself staring around the familiar layout of his own house's living room. He was laid out on the couch, a blanket over his body, and a coat stand was rolled up beside him with a bag swelled with liquid hanging from it. A tube connected to the bag was drooped down the stand and snaking under the blanket, where he could feel a needle under the skin of his hand leaking cold serum into his bloodstream. The curtains were shut, but he could tell from the chirping of songbirds and the weak beams of light peaking through the fabric that it was early in the morning. Peter allowed himself to breathe a little bit. He had made it home.

He thought back to what had happened to him last night. A casual conversation with Tony Stark, one of the most powerful and intellectual men in the world, had turned into Peter being charged full of electricity and a game of cat and mouse down the streets of New York. His spar with the star-spangled super-soldier and the master assassin had left him half beaten to death and extremely paranoid about any future encounters between himself and the Avengers. He had no idea why S.H.I.E.L.D. saw him as a threat or why they wanted to know his identity so badly, and he didn't want to know what would've happened if they had succeeded in capturing him. He swore then and there that he would have absolutely nothing to do with the Avengers.

Peter covered his face with his hand and sighed exasperatedly, wondering how he was going to explain this one to his Aunt May. He knew that she wasn't going to accept one of his usual lame excuses this time and tried to conjure a believable explanation in his hazy mind. Then he froze. He lifted his hand away from his face.

Peter's Spider-Man gloves were still on.

He stared at his hand, his fingers shivering slightly, and fear began to pool in his stomach.

_Oh no,_ he thought in terror, _it can't be!_

He leaned forward, caressing his face with his quivering fingertips, and to his horror he could feel the hard surface of the eye lenses of his Spider-Man mask beneath his shivery touch. His hand dropped to his side, and he slowly gripped the silky blanket that covered his body and lifted it up. His breath caught in his throat.

He was dressed in his full Spider-Man costume,_ inside his house._

Peter let the blanket slip from his fingers, and it slowly settled back over his red-and-blue abdomen. _This cannot be happening, _he thought in a panic. _I've got to get out of here._ Then he jumped when he heard a cabinet door clatter shut from inside the kitchen. The kitchen door swung open slowly with a noisy creak, and his heart plummeted into his stomach.

"Well, look who woke up," May Parker said with a kind smile, her thin fingers holding a platter of steaming oatmeal and sliced fruit. "I was worried you might never come to, and all my good cooking would go to waste." She walked over to Peter's side and placed the food on the coffee table. Peter just sat in silence, his jaw hanging open, clueless as to how he should respond. His aunt rolled a footrest up beside him and sat down on it, the dark bags beneath her eyes and the withered skin on her aged face looking more defined than ever. She looked like she hadn't slept well in a while.

"Hello, Spider-Man. I'm May Parker." The gentle smile on her face never faltered as she spoke. "I found you outside last night in the rain, all beat up and passed out on my front lawn. So I brought you inside to patch you up a bit." She reached up and gave the IV drip bag a few firm squeezes. "Don't worry—I'm a training nurse at the local hospital down the road aways. I don't exactly have the most state-of-the-art equipment with me at the moment," she laughed, referencing the coat hanger she was using instead of an IV support pole, "but it's decent enough. I've been administering some pain killers into your bloodstream as well as a nutrient formula to restore the electrolyte imbalances in your blood for a while now, just to help you get through the pain and recovery a bit quicker."

Peter had forgotten about his aunt's secondary life as a nurse. She'd always been so secretive about it, never wanting him to worry about her overworking herself. He remained silent, slightly impressed at his aunt's medical professionalism.

Aunt May could detect his hesitation to speak, and placed a warm hand on the masked man's arm. "I know this is probably a shock to wake up to. Opening your eyes to find yourself in a stranger's house with a scary old lady pestering you." She let out a soft laugh. "But I promise I won't tell anyone that you're here. I was going to take you to the hospital, but I thought the famous Spider-Man would prefer to keep his public appearance on the down low if you weren't feeling well. Plus, they would've taken off your mask no doubt, and we couldn't have that, now could we?"

_She doesn't know, _he realized with mixture of anxiety and relief. But he had no idea what to do to get out of the situation so things would stay that way.

His aunt's eyes softened with concern. "Are you alright? You haven't said a thing."

Startled, Peter forcibly swallowed the lump in his throat. "Uh…yeah. I mean, thanks. For all the help."

May Parker blinked, then giggled into her hand. "He speaks. How are you feeling?"

Peter shifted his weight uncomfortably on the couch. "I feel better than I did last night, that's for sure."

"I'd hope so," she exclaimed. "You looked like a wreck when I found you." Her expression saddened slightly. "What exactly happened to you?"

Peter bit his lip, wondering how he should answer. "I…uh…I was in a really rough fight."

"Well, I assumed that," she said sweetly. "You seem pretty young to be involved in this whole hero profession, but I suppose it's none of my business." His aunt glanced over at the door, a look of longing suddenly clouding her eyes. "My boy Peter will never believe me when I tell him Spider-Man was on our living room couch. He's a lot like you, actually. Always leaving home and returning late at night all beaten and bruised and never telling me how it happened to him." A pain like nothing Peter had ever seen entered his aunt's face, and he watched as her gaze fell to the floor. "He left yesterday and hasn't come back yet. Not even so much as a phone call to tell me he's okay." Her voice broke as she spoke, and tears began to gather in the corners of her eyes. "I just wish he'd tell me what was always hurting him. Just sitting here, waiting at home, forcing myself to not call the police and beg them to go find him. It's _killing_ me." A single teardrop slid down her cheek, and she quickly wiped it away, laughing sadly. "I'm sorry. I don't know what's come over me."

Peter stared up at his aunt's reddening face, and it felt like his heart was being ripped in half. He had no idea what he had been putting her through each and every day, how much it hurt her to see him in so much pain and never knowing _why. _He had never felt so ashamed of himself before in his whole life. Peter wanted with everything he was to hug her shivering body in his arms and comfort the person he'd always looked at like his mother, to tell her he was sorry for what he had been doing to her for so long, but instead he just sat there, his head hung low.

May Parker rubbed her eyes with her hands and looked at Peter with a mask of a smile painted on her face. "Sorry, I shouldn't be dumping this all on you. You need to focus on healing, not my petty home life problems. Let's have a look at your wounds, shall we?" She lifted the blanket off of him and rolled the spandex fabric up past his chest. "You're going to have to tell me exactly what does and does not hurt and to what extent, alright? No tough guy business."

Peter nodded slowly. His aunt began applying gentle pressure to his abdomen with her hands. He didn't make a sound until her fingers pressed against his ribcage, and he grimaced.

"Ow," he moaned.

"You've got one nasty bruise right there, my friend. I have no idea what hit you, but it was _hard._"

_Damn you, Captain America, _Peter thought bitterly. She worked her thumbs downwards against all twenty-four of his ribs, which made him want to scream. "Luckily, nothing's broken, just some really deep bruising that will probably take at least three weeks to vanish completely."

_One and a half, then, _he thought to himself.

"It also looks like you got hit in the stomach," she noted, placing her hands on his tummy and pressing lightly. He jumped instinctively, yelping, and she pulled back quickly.

"I'm sorry, did that hurt a lot?"

"Yes," he groaned. It had actually been a mixture of the pain and the fact that his belly was kind of ticklish, but he didn't mention that part.

"Yikes. You're a mess, aren't you Spider-Man?" She laughed and patted his side. "I don't know how you've managed all this time. Let's look at your back now."

Peter rolled over obediently, and Aunt May dabbed at the scrapes and skid marks that were scattered across his skin with a cold cloth. The alcohol stung, but Peter gritted his teeth and kept silent. As she made her way up his back, she found the burn on his shoulder.

"Let me put a cool towel on that," she said as she examined it with concerned eyes, noting the blistering and splotchy redness. She got up and returned shortly with a cool wet rag. She placed it carefully against the angry, bubbly skin, and Peter couldn't help but sigh with blissful relief. It felt as if the pain was literally being sapped from his wound. After about five or so minutes of cooling the burn, Aunt May wrapped a thin layer of gauze around his shoulder, trying to be as gentle as she could but still causing Peter to whimper under her touch.

After tending to the rest of his bumps and bruises, she gave him a gentle pat on the head. "See? That wasn't so bad, was it?"

"Yeah," he answered cheerlessly.

May Parker gave him a funny look. "You know, you're a lot more talkative on television than in person."

He felt himself flush under his mask as he grappled for an excuse. "I…I know. I mean, I'm sorry. I'm just kind of disoriented right now."

She smiled knowingly at him. "It's alright. That's understandable." Then she blinked in surprise. "Oh, I forgot about that cut on your forehead."

Peter reached up and touched where his mask was torn away from his face and felt something rough and spiky sewn into his skin.

"I stitched it up for you. You can swing by in about five days or so and I can take them out." She reached into her pocket and pulled out a small bottle. "I'll apply some more antibiotic ointment on it for now so it doesn't get infected." She scooped a blob of translucent cream onto her finger and began dabbing it on his forehead. As he sat there, watching his Aunt work diligently, a cold stone formed in Peter's stomach as he realized how obvious it would be that he was Spider-Man if he walked into the house with blatantly visible stitches on his face matching those of the masked vigilante. He began to lose all hope that he was going to be able to hide his double life from his aunt any longer.

But then a thought occurred to Peter: was that really a bad thing? His aunt spent every waking moment of her life worrying about her little boy's whereabouts and why he was always peppered with wounds from head to toe, and maybe if she at least knew what was causing it all her stress would be slightly alleviated. In reality, he owed it to her: she and Gwen were the only two people he trusted anymore. To put it bluntly, Peter and Aunt May were tired of it all. The secrets, the lies, the uncertainty, the loneliness, everything warring between them. He just wanted it to end, and he wanted it to be on his own terms, not by her finding out the truth from some careless mistake. His deep contemplation was interrupted by Aunt May's soft voice.

"Do you have a family?" she asked as she continued to spread the goop over his scrape.

"Yes," he answered quietly.

"Do they worry about you a lot?" she inquired, a sorrow entering her voice.

Peter's heart throbbed as he spoke. "They don't know that I'm Spider-Man. But yes, I know they do. A lot."

"I'll bet," she exclaimed, rubbing the last of the ointment into his skin. "How do you keep it a secret?"

His head drooped slightly. "I lie to them. Tell them it's nothing."

Her fingers froze against his forehead, and she looked down to stare into his eye lenses.

"That seems a bit cruel," she almost whispered, her hands lowering slowly.

Peter nodded, a deep ache expanding in his throat. "You're right. It is." He sighed laboriously, leaning his head back against the couch cushions, trying to keep his emotions from showing through his words. "But, I have to do it. I'm trying to protect them."

"But you're Spider-Man," she insisted, crouching down to look at him at eye-level. "Who's a better guardian than you—the famous hero of New York City?"

"But I can't ever know for sure if I'll be there to keep them safe," he cried with disdain. "That's the thing: even with all my power, there's always the possibility that someone could hurt them, because of _me."_ His head dropped into his hands, and he fought to keep the tears from escaping his eyes. "I can't do that to them. I can't put them in that kind of danger."

May Parker sat beside the distressed hero and rubbed his back gently, just as she always did for Peter whenever he was stressing about something. "But think about what you're putting them through _right now. _That's not fair to them. And sooner or later, Spider-Man, they're going to find out."

Peter looked up from his hands at the wise woman that sat beside him. He let his arms drop into his lap, and let out a miserable laugh.

"And yet, despite all that I put them through, they still love me."

She placed her hands on his sagging shoulders. "Of course they do. Why else would they be worrying so much?" His aunt gave him a gentle shake. "That's what your family is for. And the thing is, Spider-Man, whether you like it or not, caring about others always comes with the possibility that someone might get hurt. That's why love is such an amazing thing—there's a lot of risk and sacrifice behind it."

Peter could barely keep his voice from shaking. "I know that. I've seen it first-hand." He rubbed at his kneecaps absentmindedly. "I live with someone who does everything in her power to keep me happy. She's one of the most selfless people I've ever met, and despite what I've done to her, she always looks at me with a smile on her face." He began to shake slightly, and his eyes felt damp beneath his mask. "I just wish I could return the favor."

He felt his aunt stand up and walk in front of him. She reached out and took his gloved hands in her soft, warm ones.

"You can start by telling her the truth."

Peter stared at his aunt's smiling, crinkled face, and the weight of all the lies he'd told her, all the pain he'd caused her, all the sleep he'd deprived her of in his lifetime suddenly lifted off his shoulders. What he had always thought was solely his burden to bear had been secretly shared by his aunt all this time, whether it was through the constant worry or unyielding comfort she had always provided for him. And all he had done in return was fight her. He'd battled against her love and kindness to keep her at a safe distance, hoping that what he didn't see he wouldn't know about and vise versa. It was cruel of him, and it was exhausting for them both. A peaceful sigh escaped his lips. He knew what he had to do.

"And…she always knows the exact right thing to say to me."

Peter watched his aunt smile up at him with slight confusion in her expression. Then, slowly, the realization began to creep into Aunt May's eyes. All the days of worrying, wondering, and wishing had suddenly been answered with one short sentence. Peter knew that that was all it took. She knew him too well. She slowly took her soft hands away from his gloved ones and, with trembling fingertips, cupped Peter's masked face.

"Are…are you…?" she began, her voice hardly above a whisper, the gears in her head turning madly. Peter felt her fingers slip underneath the fabric of his mask.

"Go ahead," he told her softly.

With agonizingly slow movements, Peter's aunt gripped the mask at the back of his head and carefully pulled it up and over his hair, past the stitches on his forehead, and, at last, off of his face entirely. Peter hestitanly opened his eyes to stare at his aunt's face. The red Spider-Man mask slipped from her fingers and flopped onto the floor. He had never seen her more astonished before in his entire life. She lifted a shaking hand over her agape mouth.

"P…Peter?" she gasped.

He smiled weakly, running a hand through his messy hair.

"Hi, Aunt May."

* * *

><p>"What the hell were you<em> thinking?" <em>Clint Barton yelled, tossing his bow carelessly to the floor. It was the morning after their confrontation with Spider-Man, although few of them had slept last night. Tony Stark looked up in alarm with a half-eaten sandwich in his mouth from where he'd been working to clean out all of Spider-Man's pesky webbing from his armor.

"Excuse me? What was _I _thinking?" He swallowed the shawarma in one gulp and stood rigidly from his chair, marching up to Barton and sticking his pointer finger against his chest. "No, no, no. What the real question is, what in the hell were_ you_ thinking moving out of formation without telling anyone and then just casually deciding to fire an _electrified arrow _at the guy who I almost had convinced to walk right onto the Helicarrier with us peacefully and willingly?"

Clint let out a mocking laugh. "Yeah, _right. _Spider-Man was about to hightail it down the road without a second glance back. We had a mission, and I was the one who was trying to make sure it was completed."

"I had it under control," Stark hissed between his teeth.

_"__We _had a _plan!" _Clint shouted into Tony's face, shoving him away. "Locate, surround, and capture. We_ all _agreed to it. If we had simply stuck to it, we wouldn't be in this predicament!"

"Please stop _yelling," _Bruce grumbled, holding an ice pack against Steve's jaw. "This isn't solving anything."

"But we do need to sort this out," Natasha insisted, crossing her arms and leaning against the island centered in the Avengers Tower's bar. As she spoke, she gingerly pulled at the straggling bits of webbing still caught in her hair. "You can't just throw the plan out the window like that and ruin the entire mission for the rest of us. We need to be able to trust each other to stick to the designated procedure, or we're not going to be successful."

Stark whirled around to face her. "Well _excuse me_ for trying to do the right thing for once and attempting to work things out civilly. Normally I'm the one who's all for the 'mindlessly attack' plan, but I thought since we were dealing with a possible ally we should try to do it without all the bloodshed and deception."

"You told him he could be an Avenger if he came back with us," Natasha pointed out. "That was definitely not guaranteed by Coulson. Wasn't that a bit deceptive?"

Tony huffed frustratedly. "Forget it." He stomped back over to his work table and flopped into his chair, picking up a tiny blowtorch in his hand. "I can't believe_ I'm _the one trying to convince you guys to be a little empathetic. This is normally Bruce's job, when he's not all green and muscly."

Banner glanced over when he heard his name. Handing the ice pack to Rogers, he stood up, addressing his team. "Look, I wasn't there. I'm only picking up bits and pieces here of what exactly went down. But from what I do know, I think you guys need to stop worrying about how you all royally screwed up and think about how to move forward and get this Spider-Man to Fury as soon as possible." He motioned to Clint with his hand. _"You_ need to stop accusing people of not following a plan if you weren't sticking to it either," he barked, and then turned to face Stark, "and _you_ need to not go all solo hero on everybody, even if you have good intentions." Then Bruce clapped his hands together loudly. "We good here, kiddos? Swell. Now that that's all taken care of, let's move on to figuring out how you're going to catch this guy."

"I think he's young," Tony said suddenly, causing everyone to stare at the back of his head. When he noticed the blanket of silence that had fallen over the room, he spun around in his chair to face everybody, leaning his elbows on his knees and placing his chin on his knuckles. "His voice sounds young, and his demeanor doesn't seem very adult-like at all. On top of that, the guy's so thin and light. I felt like I was holding a little kid in my arms when I saved him from becoming a spider pancake on the pavement."

"I got that vibe from him, too," Steve agreed, flinching as a sharp pain throbbed in his jaw as he spoke. "And he told me he had a family who would worry about him if he was captured and didn't show up at home."

"Are you sure he wasn't just trying to make you feel bad for him so you'd let him go?" Clint suggested coldly.

"If so, he was pretty convincing," he replied, adjusting the ice pack's position underneath his chin. "I genuinely felt sorry for the guy. He seemed really confused and angry about the whole situation, and wanted to know why we we're trying to capture him. To be honest, I'm still not sure exactly why we're being ordered to do this."

"Look, it doesn't matter if he's young or old or married or whatever," Natasha interjected. "We just have to get him to Fury ASAP so this can be over with. So, what're we going to do?"

A silence fell over the room. The wheels in each of the Avengers' minds were turning laboriously as they all searched for a possibility.

Then, to everyone's surprise, the voice of Bruce Banner spoke, shattering the quiet.

"I have a very stupid idea."

* * *

><p><em><strong>You always do, Banner. Chapter 7 out on Saturday. Be there or be circular. Write a review please? :D<strong>_


	7. Chapter 7

_**Disclaimer: This stuff in here. These characters and places and all that. Yeah, none of it is mine. So there.**_

**_I just have to thank all you peeps for your awesome reviews. This crazy story I've whipped up is getting more credit than it deserves XD. On the other hand, some of you people are so demanding! All you want is more more more! You know who you are :) Although the fact that you want more of my story makes me happy and always encourages me to try to write them better and faster, so please continue doing so haha. Anyhoo, enough of moi, read the chapter and be merry. It's pretty long. :)_**

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><p><em>Chapter 7<em>

The whole unveiling of the truth happened in stages. Shock, disbelief, denial, and eventually, a whole lot of waterworks. It seemed that for hours, Peter and his aunt just held one another, bawling into the other's shoulder and crushing each other in warm hugs. Then the questions came: how, when, where, who, and why? Peter told her everything from the beginning between their bouts of sobbing, withholding no detail from his Aunt May. The spider bite at Oscorp, the powers, Uncle Ben's death, searching for Uncle Ben's killer, his late night crime fighting, Gwen, the Lizard, Captain Stacy on the rooftop, his father, and his most recent trouble with the Avengers. His aunt listened intently and silently, cradling the boy she saw as her own son in her arms. As Peter finished his rambling, a quiet fell over the room, the chirping of birds sounding from outside the window and the platter of food lying still untouched on the coffee table.

"I'm so…so sorry Aunt May," Peter suddenly choked out, staring down at his gloved hands and watching the tears drip from his eyes and absorb into the red fabric. "I'm so sorry I've kept it from you for so long. I'm sorry I've made you suffer so much every day worrying about me. I'm just so sorry…"

His aunt gently held her hand under his chin, then carefully lifted his head to make him look her in eyes. Tear stains trailed her face, and her eyes were puffy and red. And yet, she was smiling as genuinely as Peter had seen in a long time.

"I'm so proud of you, Pete," Aunt May said with undeniable honesty, her voice shaky but fiercely sincere. She gently cupped his face in her hands, wiping his tears away with her thumbs. "I've never been more proud of you in my whole life." She pulled her nephew into her arms, and the two shared in a long, restorative hug, feeling the fissure that had tangibly existed in their small family's relationship finally beginning to mend back together again.

With a few reassuring pats, they separated from each other at last, and Peter looked over at the harsh daylight that was now pouring through the curtains' thin fabric.

"I need to call Gwen, tell her I'm okay," Peter remembered, sucking in a calming breath.

"Why don't we invite her over for dinner?" his aunt suggested, placing her hand on Peter's shoulder. "I'll make some spaghetti. You can make an apple pie for dessert. We can just have a really nice evening together. Does that sound good?"

Peter nodded, wiping his eyes with the back of his hand and offering her a soft smile. "Y-yeah, I'd like that."

She patted his shoulder. "Good. Now get out of that nasty costume and take a shower. And tonight, _I'll _be doing the laundry. You have no idea how to separate clothes properly."

After the two of them shared in a spurt of weak laughter, she slipped the IV needle out of his hand and helped him get up off the couch. Once he was sure he could stand on his own, Peter dragged himself out of the living room and up the stairs, clutching his aching stomach, and slipped into his room. Shutting the door behind himself, he slowly slid to the floor, physically and emotionally exhausted. He had never cried for so long and so hard before in his life, and he was glad it was all over with. He closed his eyes, the back of his head bumping against the white wood. Peter was relieved that he'd finally told his aunt everything he'd been hiding from her for so long, and he was happy that she wasn't ashamed or disappointed in him, but at the same time he was troubled. The revelation of his spandex-sporting second life to Aunt May came with new risks that endangered her safety, so he had to go the extra mile to keep she and Gwen safe. They were all he had left in the world, and he'd do whatever it took to keep them out of harm's way.

Begrudgingly, Peter forced himself to his feet and hobbled to the bathroom, where he stripped out of his Spider-Man costume and turned on the shower. The warm water felt refreshing as it washed over his stinging, aching body, and helped reawaken his dulled senses.

After he was thoroughly cleaned, he dabbed a bit more medicine on his cuts, messed with his unmanageable hair a bit in the mirror, then reluctantly slipped into a pair of loose jeans and a relatively presentable T-shirt, hissing between his teeth whenever the material rubbed against his sensitive skin.

"Pie," he groaned to himself as he rubbed at his eyes, remembering his aunt's instructions to make dessert. Without even bothering to put a pair of shoes on, he limped downstairs and stumbled into the kitchen, where he found his aunt chopping up a tomato.

"Oh, there you are," Aunt May exclaimed with a smile, continuing to chop without even watching her skilled hands. "I've started boiling the noodles in a pot and the sauce is simmering on the stove. It should all be done in about twenty minutes or so." She motioned with her head towards the counter. "I've laid out everything you need for the pie over there. Hop to it, because it will take a while to bake. Although you should probably call Ms. Stacy and make sure she can actually come before you start on it."

Peter nodded absentmindedly and shuffled to small wooden desk in the corner of the living room where his phone sat charging. He was so glad he had forgotten to take it with him on he and Gwen's dinner date last night. He sat down against the wall and picked it up, clicking on the screen to find he had nine missed calls split between Gwen's cell and his aunt's phone, along with two voicemails. He cringed, well aware of the tongue-lashing that he had coming for him, hoping that his offer of a home-cooked dinner might somehow quell her inevitable rage. With a slow exhale of air, he pressed her phone number and held it up to his ear, hugging his knees against his chest with his free hand. His call was answered after the second ring.

_Peter!? Peter, are you there? Are you alright?_

Peter swallowed guiltily. "Yes, it's me Gwen. I'm fine, just a little scuffed up here and there."

He could tell from her voice that she was fighting the urge to cry. _I__—__I saw the news. W-what—how—why? Why were the Avengers attacking you?_

"I'm not sure exactly," he answered carefully, "but they told me that S.H.I.E.L.D.—this crazy super spy organization or whatever—they think I'm a threat or something, and they were trying to capture me to turn me over to their ringleader."

_A threat?_ she almost gasped. _What are they thinking? You haven't hurt anybody. Minus bad guys of course._

"That's what I tried to tell them," he said exasperatedly, "but they wouldn't listen to me." He let out a forced laugh. "They even tried to trick me by telling me that if I came with them, I could become a certified part of their team. An Avenger." The words themselves reignited the anger within him as he spoke. He pinched the bridge of his nose and huffed under his breath. "It was rich."

_Are you serious?_ Gwen exclaimed on the other side of the phone. _I'm so sorry, Pete. That's cruel. I thought they were supposed to be all justicy and heroic or whatever._

"Yeah," he breathed, his hand dropping to his side, "me too."

_So they attacked you when you said no?_

Peter nodded as he spoke, ignoring the fact that he should probably have started on the pie by then. "Yep. Somebody hit me with a some sort of taser, Iron Man singed my shoulder with his laser cannon hand thing, don't even mention Captain America with his stupid shield and freaking super strength, and I'm pretty sure that Black Widow lady slit my forehead with one of those ninja throwing knife things." He palmed his head in his hand, flinching as his fingers pressed against the stitches in his skin.

_How did you get away?_

"I fought back. Somehow I was able to beat Iron Man individually, then Captain America and the lady as a pair, but they were the only three who I actually had to battle against directly. I was lucky that they were all spread out—if they had been fighting me all at the same time, I think it would've been a different story." Peter closed his eyes, realizing just how close he'd come to losing everything he'd fought so long to protect and keep secret. He _had_ to be more careful. Still, as he thought back to the fights, he began to comprehend what exactly he had accomplished. He had beaten the Avengers, "Earth's Mightiest Heroes" and all. Granted, it was in a rather scattered and ungraceful manner, but it was a win nonetheless. Maybe he wasn't giving his powers, cunning, and enhanced abilities the credit they deserved. The idea gave him a bit more confidence with the possibility of the Avengers ever trying to beat him to a pulp and haul him off to the Helicarrier again. If he had to fight them again in the near future, he would definitely _not_ hold back, and definitely _not _undermine what he was capable of.

_Well, you should've called me when you got away,_ her heard Gwen say through the phone. A change in the tone of her voice made Peter feel uneasy.

"Yeah…I'm sorry. I sort of passed out on my way home, and—"

_Do you have any idea how worried I've been!? s_he screamed without warning into his ear, causing him to jump. He gripped the phone nervously, twirling the charger cord between his fingers.

"I know, I know. I'm really, really sorry." He bit his lip, running a hand through his frazzled hair. "I, uh, I had something come up."

_Like what?_ she grumbled irritably. _What could be more important than telling your girlfriend that you're okay after you left me out on the street and went running into a building held hostage by a murderer all headstrong and suicidal to save the day?_

Peter cupped his hand over his mouth, trying to stifle a laugh. "It wouldn't be the first time, would it? Give me a little credit, Gwen."

She sighed impatiently over the phone line. _Whatever. But seriously, what "came up"?_

Peter's laughter stopped abruptly as he realized the weight of what he was about to tell her. He had revealed his most diligently kept secret to yet another person. Even though it was his loving and trustworthy Aunt May, he knew that this decision carried a significant price. This wasn't just your casual small talk business over the phone; this was some heavy stuff. He drummed his fingers against his jeans, wondering how to word this properly.

"Could I tell you all about it over dinner at my place?" Peter recovered coolly, avoiding the inevitable revelation with his dorky charm. "I'm making pie." _Or, well, I should be._

His answer made even the hot-tempered Gwen Stacy laugh loudly from the other end. Peter smiled, which made the purpling bruise on his chin ache, admiring the beauty of the happiness in her voice. She groaned over dramatically after her giggling had subsided.

_You're such a moron,_ she sighed, pausing before she continued as he listened to her gather up her stuff. _Fine. But you better dress nice. And you better make the best damn pie I've ever tasted._

"Already way ahead of you," he assured her nervously, standing up and disconnecting the phone from the cord as he realized that he hadn't even started on it yet. An unhappy Gwen Stacy without her promised pie would go from stinging ant to raging Godzilla in a matter of moments. Peter walked briskly into the kitchen, where all the ingredients his aunt had promised would be on the counter were missing entirely. He cursed irritably and opened the fridge, snatching an apple from the top shelf. With a moment of confused hesitation, looking from the apple to the phone, Peter tried to hold the phone against his shoulder with his face like he'd always seen his aunt do while he rinsed the fruit under the faucet, but his cell slipped away from his grip. Peter caught it easily with his lightning-fast reflexes, but sat unimpressed with himself. Glancing over at his aunt who was busily attending to the pasta, Peter quickly clipped one of his web-shooters to his wrist and fired a strand of webbing onto the ceiling, which he then connected to his cell phone and released to let dangle in the middle of the kitchen. He turned the phone on to speaker mode and went back to washing his apple.

_Peter? You still there?_

"Yeah, yeah. Just checking on the pie, making sure it's coming along good." Peter hastily began slicing the apple, his spidery abilities kicking in and making him chop with unnatural speed. He nicked his finger in the process, biting back a long list of colorful words from escaping his lips as he shook his hand in frustration and sucked on the bleeding skin. "W-when do you think you'll be here?"

_I just got into a taxi, so probably in about five minutes or so, _Gwen answered calmly. _Is that alright?_

"Oh, yeah. That's perfect," Peter agreed distractedly, digging around in the pots and pans in the lower cupboards. Where had his aunt put the damn pie tin? "But, y'know, take your time. No rush or anything."

_Alright, see you in a little bit, _she said with a tinge of confused amusement in her voice. Then she hung up.

Peter hopped up on the counter and began looking through the drawers in the high cupboards of the kitchen, where all the china was coated in a thin layer of dust and cobwebs. Becoming a bit frantic, he opened every single cabinet door until it looked like the ghosts of _The Sixth Sense _had pranked their kitchen. His hysterical search came to no avail.

"Peter?" a puzzled voice exclaimed suddenly, interrupting his hunt. Peter jumped with surprise and stuck to the ceiling, caught off guard by the sudden noise. He looked down, shaken, and saw his aunt staring up at him, a look of bewilderment on her face. "What on Earth are you doing?"

Peter breathed restlessly, knowing he probably looked like a freak right now as he clung to the ceiling with his sticky fingers. A single cabinet door slowly creaked open, and his aunt watched its movement with a perplexed look in her eyes.

"Where's the…pie tin?" he asked breathlessly, not moving from his awkward position high above the kitchen. His aunt shook her head in awed confusion, and a jubilant ping from the oven down below rang out to answer his question. Aunt May walked over to it and opened the door. The warm smell of cinnamon and home-made deliciousness met Peter's nose, and he watched as she stooped down and gingerly scooted a perfectly golden brown apple pie from its position on the racks, her hands gloved in colorful oven mitts. She held the pie out for him to see as Peter slowly made his way down from the ceiling, snagging his hanging cell phone in his hand.

"You looked busy, so I started on it while you and Gwen were talking," his aunt said apprehensively. "I didn't know how long you'd be on the phone for, so I just finished it myself and popped it into the oven for you."

Peter dropped to the floor, awkwardly running his fingers through his hair. "Yeah, that's fine. Great. Thanks. It looks really good." He walked up to his aunt, staring down at the beautiful culinary creation before him. "Probably better than anything I could've whipped up."

His aunt smirked amusedly at her flustered nephew, glancing back up at the swinging cabinet doors. "You know, I wish you would've told me about your abilities earlier. Would've made my dusting duties for the past year a bit easier."

Peter looked down at his aunt, who he, at six feet tall, towered over, and cracked a smile. She and his Uncle Ben had always shared a dry sense of humor, that with which Peter had unknowingly adopted over his years spent with the two of them as his guardians. With this, they always knew how to make each other laugh. So, following the age-old tradition, Peter and Aunt May broke into a long bout of laughter, the kind that leaves your sides aching and your cheeks sore. Their giggling fit was interrupted by the chime of the doorbell.

"I'll get it," Peter said quickly, turning on his heels and speeding out of the kitchen, still struggling to catch his breath. Hopelessly teasing at his hair in a mirror that he passed by, he marched up to the front door, tinged with queasy excitement, and swung it open.

Gwen was not one to be easily caught off guard. After discovering her boyfriend was the masked vigilante Spider-Man, witnessing the glistening city of New York be reduced to a demolished alien graveyard during the Chitauri incident, and hearing about her father being murdered by the Lizard, it wasn't a shock that it took a lot to catch her by surprise these days. But after Peter told her about the whole cat-out-of-the-bag concerning his secret identity as Spider-Man with his aunt, Gwen couldn't help but gape silently. She turned to look at May Parker.

"You know?" she inquired quietly, her hands folded neatly in her lap.

Aunt May nodded slowly. "He showed up last night on the porch in his Spider-Man costume, covered head to toe in bumps and bruises, passed out cold in the rain." She smiled over at Peter, who flushed slightly and refused to meet her gaze. "I brought him inside and tended to his injuries. I didn't even realize it was him until the next morning."

Gwen's eyes narrowed uncertainly. "And…you're okay with this?"

May Parker palmed her face in her hands, shaking her head. "It's a lot to take in. I don't even know what to think, really." She rubbed at her temples, her eyes closed tightly. "It does give me a slight sense of relief to know why he always comes home looking like he was thrown in a blender."

Gwen giggled, her tense mood lightening a bit. "I guess it would."

"I just don't want you to get hurt anymore," Aunt May said suddenly, looking over at Peter. He appeared surprised by her words, then lowered his gaze sullenly.

"I know, Aunt May. I know." His eyes took in the two amazing people who sat before him, both of whom stared back with love and concern for his wellbeing in their eyes. It hurt Peter to know that his pain was their pain, and sometimes he wished they didn't care as much as they did for him. Peter knew that carrying out his job as the masked superhero Spider-Man would be safer for everyone if he did it alone, without any relatives or loved ones who could be placed in harm's way because of his actions. In his head, the idea seemed the most logical path to take, and many nights he had lied awake, considering abandoning his small family for their own good and living solely as Spider-Man, all alone in the big city of New York, with no one's life being endangered other than his own. But in his heart, Peter knew he could never survive like that. Without the support and comfort from the two women who sat before him, he would have lost his hope in the world a long time ago. Their lives were now permanently intertwined with his, whether any of them liked it or not.

Fortunately or unfortunately, so was his double life of being Spider-Man. It was a part of him now that he knew he could never surrender, and his internal promise to stay faithful to the words of his late Uncle Ben kept it so.

"I'm not going to give up being Spider-Man," Peter stated bluntly to them both. "I can't. And that means I'm going to keep coming home looking like death." He glanced over to his aunt, a deep pain in his big brown eyes. "I'm sorry if that hurts you, Aunt May. I'll do my best to try and protect myself, but it's inevitable. If you can't accept that, then I'll understand if you want me to leave."

Peter was expecting some sort of heartfelt reassurance from his sweet Aunt May, but instead was answered with his aunt bursting into laughter, which caught him by surprise. "And go where, Peter? I'm sorry to say, sweetheart, but you're stuck living with your crazy old aunt until the day I die."

The three of them shared a genuine laugh together, which helped alleviate the tension in the room, and with a clap of her hands May Parker stood.

"Now, let's get to eating all this good food, shall we?"

Dinner was a much-needed evening of small talk, warm food, and lighthearted humor. Peter started out highly engaged in the conversation, telling the many hysterical tales of his midnight endeavors as a teenage superhero which he had kept to himself up until this point. He hadn't realized how many hilarious moments he'd had over the past year after becoming Spider-Man until now, like the time he was patrolling an alleyway behind an extremely ghetto bar and accidentally walked in on two drunk women having a tea party on top of an overturned trash can in their birthday suits, or when his red and blue suit had caught on some barbed wire and he had to sneak home holding a dirty old pizza box over himself to cover his exposed buttocks. After telling countless of his embarrassing stories to Gwen and Aunt May over mouthfuls of unsurpassed spaghetti and apple pie, he began to feel himself fading. When they detected the slowing of his words and the glaze that had blanketed his eyes, the two women began to talk about girly things, and Peter became disinterested. He seriously needed to stop hanging out with women all the time. And he needed a moment to himself.

"I'll be back in a second," Peter said as got up abruptly and walked out of kitchen, his silverware clinking against the wooden table. Gwen and Aunt May watched him leave with concerned expressions, but didn't protest. He entered the living room and flopped onto the couch, clicking on the television with the remote and grateful for the mindless splurge of nonsense that his overcomplicated life craved. He browsed through a couple of channels until he landed on the news, where he heard his name.

_An unusual and alarming series of events occurred last night in the outskirts of Queens, New York, _the dolled-up woman on the screen began. _In a local Yakitori Totto restaurant at the crossroad of Broadway and 2nd Avenue, a deranged man shot and killed a woman who worked there and took the entire restaurant hostage. Fortunately, Spider-Man showed up at the scene and defeated the felon, safely freeing the remaining captives and handing the murderer over to the NYPD. But after committing this seemingly heroic act, Spider-Man was spotted by several eyewitnesses on top of a McDonald's billboard, where people reported seeing the masked vigilante be shot down by an unknown marksman. Just before he could fall to his death, however, Spider-Man was saved by none other than the famous Tony Stark donning his Iron Man suit. But to the public's shock, Spider-Man and Iron Man soon began to fight each other, and the two engaging in a high-speed chase down 2nd Avenue, which ended with Iron Man crashing into a local Pizza Hut, appearing unable to move because of Spider-Man's webbing encasing his armor. After the confrontation appeared to have ended, Spider-Man was unexpectedly attacked by Steve Rogers, also known as Captain America, as well as another unidentified figure. Spider-Man and Captain America were reported to have spoken briefly before engaging in an all-out brawl, and after an extensive period of fighting, Spider-Man succeeded in imprisoning his two attackers with webbing and was spotted zipping away, appearing injured, towards central Queens. What could all of this mean? Do the Avengers see Spider-Man's presence as a threat? Do they know something we don't about the true identity of New York's famous masked vigilante? Or are the Avengers not the supposed heroes we thought them to be? We want your input._

Peter buried his face in his hands, groaning. He just wanted those damn Avengers to leave him alone. If there was a way he could get them to understand that he wasn't some sort of villain plotting to take over the world or whatever without having to reveal his identity to anyone, he would've done it already, no doubt. But apparently his word wasn't enough for them. From now on, every time he went out in his late night crime sweeps, he'd have to watch his back and keep his head on a swivel in case they tried anything with him again. The idea set his nerves on edge and sent a fresh wave of exhaustion over his body. He just wanted to help people. He laid down slowly and curled up against the couch cushions, wishing for just a moment that he wasn't a spider-themed superhero, but just a normal teenager with normal teenager problems.

"He's been gone for a while," Gwen noted as she and Aunt May rinsed their dirty plates in the sink and placed them into the dishwasher. Gwen hadn't been surprised when Aunt May had informed her that she had in fact made the apple pie, not Peter. In Gwen's time spent with Peter, she had discovered that he was not exceptionally skilled in the culinary arts department. The two of them dried their hands and walked towards the living room.

"He's probably just in his room editing photos or something," May Parker assured her as she stepped through the door. Then she stopped, smiling amusedly, "or, passed out on the couch."

Despite it only being around 7:00 p.m., there laid Peter Parker, out like a light with his arms hanging loosely off of the couch and his legs tucked up against his body. The dim glow of the television flickered across his snoozing self, alighting his form in alternating colorful patterns. Gwen giggled and flicked on the light switch.

"Poor Peter. He never lets on how exhausted he is from everything." She sat down beside his head, reaching over and running her fingers through his hair. She watched his thin frame rise and fall with slow, rhythmic movements and listened to the soft sound of his breathing. Gwen pushed a blonde hair out of her face, then glanced over at the glowing television as the news reporter captured her attention.

_The once dormant questions of the city of New York have now been reawakened: is Spider-Man really a hero, or a menace? What are his true intentions? And what is the masked vigilante's secret identity?_

Aunt May switched the TV off and sighed audibly. "I've been watching the news all this time, wondering the same things about Spider-Man." She sat down on the chair neighboring the couch, resting her chin on her folded hands. "If only they knew the truth."

Gwen nodded sadly, looking down at Peter's peaceful face as she petted his soft hair. "Everyone thinks of him as some kind of immortal entity, thinking that he can take on anything unscathed. Some people even consider him to be some kind of biological weapon of mass destruction."

Aunt May's eyes softened and she stared at the fading bruises on her nephew's neck and chin. "They have no idea that Spider-Man is nothing more than a boy."

"A boy with some pretty incredible abilities," Gwen added with a smile, "whose only intention is to help people."

"He is amazing, isn't he?" Aunt May added with a sniffle, wiping her eyes and placing a hand on Peter's limp arm. "I just wish that people would see him for what he really is. He isn't some kind of indestructible super-being or whatever." Her voice shook slightly as she spoke. "Peter is only human."

"Yeah," Gwen agreed, "just a little human, in way over his head." She smiled genuinely and planted a gentle kiss on Peter's forehead, right beside his sutures. Peter stirred slightly beneath her touch, but didn't awaken. The two of them laughed softly.

"He looks so helpless and fragile. It's funny to think that someone like him could be considered so strong and dangerous. Especially watching him now, while he's sleeping."

"I think it's time we all went to sleep," Aunt May said with a yawn. "I can drive you home if you want."

"I'll be fine on my own," Gwen said, standing and giving Aunt May a hug. "Thanks for everything."

After May had waved Gwen off once she'd managed to flag down a taxi, she walked back inside and stood beside Peter's sleeping form. She tucked her hands under her nephew's limp body and, with effort, scooped him into her arms. She shuffled painfully towards the staircase, huffing the whole way, when Peter's eyes opened slightly.

"Aunt May...?" he yawned groggily. "What...are you doing?"

"You need to be in your bed. You need a good night's sleep." She sounded adamant, although he could detect the strain in her voice as she struggled to support her sixteen-year-old nephew's body upon her own fifty-seven-year-old self.

Peter squirmed out of her arms and placed his feet on to the floor, relieving his weight from her weak bones.

"I'm a big boy now Aunt May," Peter said with laughter in his sleepy voice. "Much too big for you to carry up the stairs."

Aunt May's gaze lowered to her feet. "I know, Pete. I know. You're my big boy." She rubbed at her aching arms for a moment, then stepped forward and gave him a fierce hug, slightly choking the breath from his lungs. "I just wish you could go back to being my little Peter again. The tiny boy that Ben and I could swing between our arms and toss in the air." She rubbed his back, her fingers digging into his scrapes and causing him to cringe a bit. "Goodnight, Peter."

Despite the pain he was in, he hugged her back with equal enthusiasm.

"Goodnight, Aunt May."

* * *

><p>"No."<p>

Four of the five present Avengers all spoke in unison.

"That's too dangerous. The military will attack you. They'll think you've gone berserk again and pump you full of lead."

"Or they might launch another nuke strike on the city."

"You might even end up smashing something by accident like you did last time. Let me think…what was it again? Oh yeah, _my face."_

Bruce Banner stood with his arms crossed and his eyebrows knitted fiercely, encircled by Iron Man, Hawkeye, Black Widow, and Captain America, who was still holding the ice pack against his sore jaw. Banner tapped his foot impatiently.

"It's a good plan, guys. A stupid one, but I know it will be effective. Spider-Man isn't going to simply stand by and watch with a lemonade in his hand if he hears reports of the Other Guy…I mean, the Hulk…rampaging around downtown New York. It'll draw him out, and then you guys can capture him while his guard is down."

Natasha shook her head excessively. "It would cause a panic amongst the civilians. Plus, you're more than likely to accidentally end up hurting someone. You don't want any more of that kind of blood on your hands, Banner."

Bruce felt a shiver run down his spine and his breath got caught in his throat, but he tried not to let it show. He shoved his hands in his pockets, becoming increasingly frustrated.

"I'm trying to throw out some ideas here since none of you can think of anything. Could you at least consider what I'm suggesting here?"

"We are, Banner," Steve insisted, sitting down and experimentally shifting his jaw around. "But this is just downright reckless. The possible benefits aren't worth the risks. You have to understand that."

Bruce shook his head, clearly dissatisfied, but didn't argue.

"We should call up Fury, tell him what happened," Clint suggested unenthusiastically, spinning an arrow around his finger.

"I'm pretty sure he already knows, the way the media is ranting about it," Stark said with a snort, but went ahead and dialed up Nick's number on his cell phone. The ringer buzzed repeatedly, and Stark half-hoped that he wouldn't pick up. Of course, he heard the phone click from the other end on the last ring.

_So, finally decided to ring me up, _the deep voice of the Director of S.H.I.E.L.D. growled through the phone. Stark smirked nervously, swallowing his anxiety and replacing it with the smooth confidence he seemed able to fabricate on command.

"Yeah, how's it hanging, Patchy?" Stark asked with a laugh. Nick Fury had never been known for having an acute sense of humor.

_I don't want to know the details. I've heard enough from Coulson to understand the situation. I don't care how or why it happened, but take this to heart, Stark: get this done already. The World Security Council's faith in the reliability of you and your team is already dicey as is, and they won't take another failure on your part lightly. _Fury cleared his throat, and Stark could sense the seriousness in his icy voice. _If you don't capture Spider-Man and bring him to the Helicarrier in the next three days, I'll be forced to send in a new team. One with a larger body count and less flexibility than the Avengers. They'll be sent out with direct orders to capture Spider-Man by the use of armed force, no questions asked. I have a feeling it will only end with either an army of soldiers having their asses handed to them on a red and blue platter, or a really pissed off Spider-Man being dragged in here against his will, so I'm really depending on you all to execute this mission without the rest of S.H.I.E.L.D.'s armada getting involved. Inform the rest of the team. Director Nick Fury out._

The phone clicked into silence, and Tony let out a heavy sigh. "Ah, the charming Nicholas Fury. He has this fascinating ability to literally suck the joy from a room, even when he's not physically in it." He glanced over his shoulder at the rest of his team. "You guys get all that?"

The rest of the Avengers nodded, a bit stunned by the news. They hadn't considered the fact that their mission might be cancelled if they failed again. If there was one thing that all the Avengers agreed on, it was the fact that S.H.I.E.L.D. had an uncanny habit of diverting to unprecedented brutality as their first course of action, and it had a tendency to never end well for either party's liking. There wasn't any time left to squabble over the petty details—they needed a reliable plan, _fast._

Bruce didn't waste a moment. "I'm telling you, my plan will work. I can control the Other Guy enough to cause a ruckus without damaging or hurting anything or anyone. I know I can do this, guys. Just _trust _me."

"Why don't we just jump back to plan A?" Clint proposed, inspecting the razor-sharp tip of one of his arrows and blowing off Banner's insistence. "Locate, surround, and capture. We can track his movements with Coulson's intel, just like we did before, but this time actually carry out the plan." He slightly hissed as he spoke that last bit, giving Stark a disgruntled sideways glance.

"Don't you think he'll be expecting that?" Natasha questioned warily. "And the whole 'surround' thing didn't exactly work out before. We need to take him on together, and by surprise."

"If we're stealthy about it, he'll be gagged and handcuffed by the time his expectations are confirmed." Clint's expression clearly displayed his lack of compassion for the spider guy. If he had had any previous plans on being merciful towards his prey, Hawkeye had clearly cast them aside.

"This will have to be a full-on ambush to work," Captain America stated, his fierce blue eyes growing cold. "No more good cop bad cop business. We all attack at once, throwing everything we got at him, bring him to S.H.I.E.L.D., and get this done. The sooner it happens, the sooner this whole ridiculous ordeal is over with. Sound good?"

The team nodded in agreement, glad they all had finally decided on a course of action to take. All except Banner, that is, who stood in the corner of the room with his back against the wall, fuming.

"I'll inform Coulson," Stark exclaimed, looking up at the ceiling. "Jarvis, would you kindly call up our good friend Mr. Agent and—"

But Jarvis interrupted him. _Sir, there is a commotion happening outside, right beside Avengers Tower._

Tony frowned. "What? Jarvis, clarify. What exactly is—?"

Suddenly, a loud crash sounded from far below, echoing across the city and up to the Avengers' ears. Stark's artificial intelligence opened the doors to the balcony, and the team was met with an onslaught of chaotic noise. Car alarms began blaring wildly, and mingling whirls of police sirens shrieked from every corner of New York. Startled, the Avengers ran out onto the tower's balcony, looking gingerly over the edge at the streets below. The bewilderment in Natasha Romanoff's voice mirrored all of the team's thoughts at that moment as she stared down at something she couldn't find the words to describe.

"What…what is that thing?"

Something beastly and green was terrorizing the city below, creating chaos as it rampaged about, leaving massive destruction in its wake. Screams rang out from terrified pedestrians, and policemen armed with machine guns began firing wildly at the creature. The monstrosity smashed through the windows at the base of Avengers Tower, causing the building to quake slightly under their feet. All at once, the Avengers shared a knowing glance, and without a word passing their lips, the team began to suit up. Tony Stark in his flashy Iron Man armor, Steve Rogers in his star-spangled navy blue Captain America suit and his vibranium shield secured to his back, Natasha Romanoff donning her sleek leather and spandex Black Widow get-up, decorated with pockets that concealed a variety of lethal weapons, and Clint Barton in his maroon and black leather vest and pants as Hawkeye, his trusty bow in hand. Gallantly, they all stood together, ready for a fight.

"Guys," Steve alerted his team, his voice laced with panic. The Avengers all turned around.

Bruce Banner was gone.

* * *

><p><em><strong>Bruce you need to stop causing probs my friend. I really like what happens in the next chapter, all I'm going to say :) Rant at me in the reviews please? :D<strong>_


	8. Chapter 8

_Disclaimer: !No soy dueño de nada! Pero, me gusta el Andrew Garfield (Rodrigo Guevera?) mucho. ;P_

**_FYI, whatever you are expecting to happen in this chapter, you are wrong. :) That's right, I said it. Also, I just want to restate that I update every _****_OTHER_****_ day, because you guys keep whining for me to make more and I think your struggles are cute. XD Again, super happy people are enjoying my story, love you all, and now, read._**

* * *

><p><em>Chapter 8<em>

Oh the glory of Mondays. Waking up early to your alarm ripping you from the sweet abyss of sleep, grabbing a soggy piece of toast on your way out the door, where the sun is just barely peaking over the cityscape, arriving at school only to be greeted by elderly teachers droning on about things no one gives a flying fadoodle about, and dragging yourself to lunch where all the questionable mush on your plate has supposedly passed the FDA's standards…maybe in 1842.

Oh yeah, and Flash Thompson.

Peter had pretty much slept the entire day yesterday, not even bothering to make his daily runs across New York in his Spider-Man suit. The rest was exactly what the battered teen needed, and because of it almost all of his minor injuries were healed by the time he'd woken up that morning. Strangely enough, he was somewhat relieved to go to school, where he could seek a bit of normalcy away from his insane superhero life.

Peter stood at his locker, which was decorated on the inside with a beautiful gallery of pictures he'd taken of Gwen Stacy over the course of their time being together. His favorite was the first one he'd ever taken of her, before he had even met Gwen, as she had been sitting on an outdoor school bench, and he had snapped it without her even realizing it. She looked so flawless and focused and beautiful, with the wind catching her blonde hair and her emerald eyes sparkling in the midmorning sunlight. Looking at the pictures each passing period gave Peter a little boost that somehow always managed to sustain him through the grueling days at Midtown High.

As Peter retrieved his english textbook, a slight tingle in the back of his skull warned him of what was coming, but he didn't try to evade it. What with the whole shattering the backboard thing in the school gym last semester and causing a whole bunch of ruckus that could've revealed Peter's spideryness to the world, he didn't want to do anything while at school that could draw anymore unwanted attention, such as dodging Thompson's flying fist with a triple backflip and a roundhouse kick to his stupid face. He had to remain the same dorky Peter Parker he had been before he had become Spider-Man, which included being a science nerd, occasionally wearing his useless glasses which he'd popped the lenses out of and replaced with fake, unprescribed ones, and, yes, getting bullied by Midtown High's favorite beastly blonde jockey.

Peter waited for the punch to strike him in the back, but was surprised by an arm wrapping around his neck and putting him in a chokehold. _Oh, great,_ Peter thought, grabbing at the forearm encircling his head. _D__id Thompson learn a new move from one of his football buddies?_

But instead of crushing the wind out of Peter's throat until he cried for mercy, Flash gave Peter a noogie on his head, digging his knuckles into his scalp and ruining whatever style of hair Peter was going for. Peter pulled away from Thompson's grasp, which was surprisingly gentle. He gave the alleged dictator of Midtown High a weird look.

"'Sup, Parker!" Flash bellowed with a laugh, hugging Peter around his shoulders roughly. Peter's books dropped out of his hands and landed messily on the floor.

"Hello, Flash," Peter answered sorely, his body aching beneath the burly blonde's grip.

Flash pulled away, a look of wild excitement in his eyes. "Did you see what happened Friday night? The way Spider-Man completely whooped the snot out of the freaking _Avengers? _Oh man it was _awesome!"_

Flash's body language reminded Peter of that of a middle school fangirl fawning over her favorite boy band, and Peter didn't know how to react.

"Uh, yeah. I saw it on the news last night." Peter bent down to pick up his books.

"Oh hey, I got it. Sorry about that, man." Flash stooped down and snatched up all the books in his arms before Peter could and handed them back to him in a neat stack. Peter accepted them warily.

"That guy's got some sick moves," Flash exclaimed enthusiastically, swinging his backpack over his shoulder. "I'd love to meet him someday."

"I take pictures of him for the Daily Bugle," Peter stated casually, then regretted the words as soon as they came out of his mouth.

"You _what?" _Thompson hollered, grabbing Peter by the shoulders. "Oh, dude. Have you _met_ him? Oh, man. You've gotta hook me up. I'll do anything for yah! C'mon, what'll take?"

Peter shook his head awkwardly, slightly amused. "I've never talked to him before. Just, y'know, snapped a few pics from afar." For show, he held up the camera hanging around his neck, tapping on the button with his fingertip.

Thompson's excitement dampened. "Oh, I see." But he recovered quickly, a genuine smile soon spreading across his face. "Well, if you ever get the chance, make sure to mention your bud Flash Thompson to him. We could all kick it together, y'know?" Flash slapped him hard on his back a few times, making Peter wince, then jogged down the hallway, waving back and yelling, "See yah later!"

Peter just stood there for a moment, puzzled. Was it just him, or was Flash Thompson, the king of cruelty, the world champion of wedgies, the supreme ruler of toilet swirlys…being _nice?_ While staring dumbfounded at the burly teen stumbling down the hallway, he didn't notice the cute blonde girl who'd walk up beside him until she placed her hand on his shoulder.

"What's happening, Pete?" Gwen greeted him cheerfully, flashing him a beautifully white smile. Peter glanced over at his girlfriend.

"Is Flash Thompson sick?" Peter asked with all the seriousness in the world in his voice. Gwen looked at him funny.

"Not…that I know of?" she answered confusedly, placing a finger on her lip. "Why do you ask?"

Peter shrugged uncomfortably. "He just wasn't being his usual sock-Peter-Parker-in-the-face self. It was like he was actually trying to be…I don't know…_not_ a complete jerk?"

Gwen laughed lightly, strolling around to stand in front of Peter and holding his hands. "Well, maybe he's changed. Maybe you've inspired him to be a better person."

"By me you mean Spider-Man, correct?" Peter hoped to confirm, having no desire to be his arch enemy's idol.

"Well, yes. He's probably Spider-Man's number one fan." She elbowed him playfully in the ribs, making him jump a bit. "But, y'know, seeing you recover from losing your uncle and still retain your spot as second in your class. That's pretty inspiring."

Peter stared up at the ceiling and shoved his hands into his jacket pockets, wanting this awkward conversation to be over with. "Whatever. I gotta go eat lunch. See you in English."

Gwen stood on her tip-toes and pecked Peter on the cheek, giggling as his face and ears flushed a gentle shade of pink. "Later."

Peter watched his girlfriend stroll merrily down the hall, her curly blonde hair tied up in a ponytail bouncing with every step and the place where her lips had caressed his skin still feeling ghostly warm. He sighed dreamily, watching Gwen all googly-eyed as she disappeared into the crowd, and swallowed the butterflies that had worked their way into his throat back down into his stomach. Shutting his locker door, he dropped his skateboard onto the floor and rolled all the way to the lunchroom, dodging passing pedestrians with smooth ease.

After consuming a relatively edible meal, Peter walked into history class and slid into his seat, his neck sunken low into his collar. He hoped today's lesson would be something actually interesting for once. But, not to his surprise, the teacher clapped her hands together loudly and flashed the class a mask of a smile.

"Alright, everyone. Take out your books and flip to page four hundred and eighty-six."

Begrudgingly, Peter lifted the textbook from the floor and slammed the ridiculously thick deadweight onto his desk, skimming through the pages lethargically. This was the thing about school that he most definitely did_ not _miss nor enjoy. The teacher began to murmur on and on about something to do with the "unique culture of the ancient Aztecs", and the droning dullness of her voice began to lull the class to sleep. Peter stared thoughtlessly at the words on the page before him, which began to blur together. Before he realized it, his head had dropped onto the book, and he was catching some unintentional z's.

Peter was unaware of how much time had passed before he awoke, but it was obviously longer than he had expected. He'd always had a nasty habit of falling asleep in class, but he was used to being woken up in a rather rude and rough manner by either the teacher or Gwen Stacy in a matter of minutes or so. He was in the middle of a dream that had something to do with J. Jonah Jameson and a giant donut when he felt someone shaking him.

_Peter…_

Peter didn't budge, hoping for just a few more moments of rest. That's what he always did with aunt, anyway, and it usually worked. The unknown hands were persistent, however, shaking him harder.

_Peter._

"This class…is…pointless…anyway," he mumbled around the pages, his face still squished against the book.

_"Peter!"_

Peter jolted awake with a start, ripping a page from the textbook off as he sat upright, which was sticking to his cheek. He shook his head, trying to clear the sleepy haze from his eyes and wiping the drool from his mouth. He blinked, reached up to peel the torn paper off of his face, then stared around at the chaos of the room he was in.

The majority of the classroom was pressed up against the window, gaping and yelling and pointing at something going on outside. Others were hiding behind their desks, shaking, crying, and cowering with their hands wrapped around their knees, including the teacher. Some people were even sprinting out of the room, and screams echoed through the halls. Peter stared around, utterly dazed and confused, trying to comprehend what on Earth was happening. Then, out of nowhere, he felt a hand slap harshly against his face.

"Peter! _Wake up!"_

Startled, and his cheek stinging numbly, he stared up in alarm at none other than Gwen Stacy, who looked fiercely terrified and royally pissed off. What was Gwen doing in his history class? Peter poked at his tingling face inattentively, still struggling to come to his senses.

"What…why did you…?" His eyes scanned the room again, trying to drink in the anarchic situation around him. "What the hell is going on?"

Wordlessly, Gwen jammed her pointer finger towards the window, her eyes intense and fearful. A sickening feeling churned in Peter's stomach. _What could I have missed? _he thought in dismay, uneasiness beginning to crawl under his skin. _I fall asleep for five minutes, and this is what I wake up to. Ugh, I need a vacation... _

Slowly, Peter turned to stare at the outside world. His enhanced hearing picked up an overwhelming wave of unsettling noises. Violent crashing and car alarms blaring, police sirens screaming bloody murder across the city, and gun shots exploding in ceaseless repetition. And was that…_roaring?_

As he rose to his feet and began to hesitantly approach the window, Peter's spidey sense erupted inside his skull, a painfully sharp ache that caused him to yell out and grab his head in agony. This wasn't the normal buzz he was used to having ping inside his head, warning him of a petty burglar pointing a gun at the back of his head that he could dodge in one swift movement. His instincts were telling him that this was something _big,_ and something _bad._

Peter shoved through the bustling students crowded around the window, unable to see over their swarming heads. When he finally reached the smudgy glass in a valiant charge through the mob, it took Peter's mind a moment to comprehend what he was seeing. His heartbeat kicked into overdrive, and his breath caught in his throat.

"Is that…_Hulk?"_

To Peter's horror, the famous gigantic green monster, rippling with rock-hard muscle and face twisted with rage, was wrecking havoc on the street just outside of their classroom. His enormous fists slammed into anything that got in his way, reducing buildings to crumbling ruins and cars into flattened pancakes. Panicked civilians were scattered like ants across the scene, running and screaming as the Hulk let out a deafening roar.

_"RAAAAAAAAAAAAAAAAAAA!"_

As the sound reverberated through everyone's bodies, causing many to double-over and cover their ears, the window began splintering. Before anyone could react, the glass exploded in a rain of tiny shards, which showered over the students as they shrieked in fear. Many began running out of the classroom, tripping over each other and wailing for others to hurry. Peter, who had tumbled backwards from the blast, sat up with a groan, watching his classmates flood past him in a chaotic stream. He stood, his spidey sense reaching a fever pitch inside his head, and he stared across the road at the hunkering beast in the distance. The Hulk then grabbed a truck in his monstrous fists and hoisted it high above his head. Peter cursed under his breath.

"Everybody, _run!"_

The remaining students scrambled away from the window and out the door in a mad dash, yelling with fright. Everyone, of course, except one blonde idiot who stood rooted to his spot, awe-struck as the Hulk launched the semi at the school. Peter's instincts seized his body, and he leapt forwards, tackling the teen to the side just as the truck smashed through the wall. Debris rained down on the two students, Peter absorbing most of the falling bricks and ceiling tiles as he leaned over the cowering idiot, protecting the guy's body with his own. Eventually, the dust settled around them, and Peter let out a slow sigh of relief.

"Are you alright?" Peter asked the boy as he struggled to catch his breath. The blonde teen let out a few raspy coughs, stirring up the dust around them, then turned to look up at Peter, fear plastered on his face. Peter's heart dropped into his stomach.

"Flash?" he exclaimed in disbelief, quickly scrambling to his feet. Chalky fumes spilled off of Peter's back as he stood, causing him to join the coughing fit.

Flash sat up, hacking into his sleeve, the shock on his face exceedingly evident. "P-Parker?"

Peter didn't know how to explain the fact that he had just tackled Thompson to the floor with unnaturally inhuman strength and speed, and frankly, he didn't have time to.

"What's wrong with you?" he yelled into Thompson's face, offering him a dusty hand. "We need to get out of here! This whole place is going to collapse on top of us any minute now."

But Flash just gaped at Peter, shaking his head slowly in utter astonishment. "Parker…did you…? What did you…how did you…?"

An overhead light suddenly sparked brilliantly above the two boys' heads, then fell from the ceiling just to their left in a electrified crash, sending glowing sparks and shards of glass flying across the room. Peter reached out and grabbed Flash's hand, forcing the dumbfounded teen to his feet in one quick yank. "We gotta go, _now!" _He thrusted Thompson towards the door, running close behind him. Peter could hear the roof groaning above them, and unsettling cracks began to snake across the surrounding walls. Just before the ceiling gave out, the two students flung themselves out the door, collapsing into the hallway in a tumbling heap. Out of harm's way, Peter doubled-over, overtaken by another coughing attack, then rolled to his left and onto his back, supporting himself on his elbows as he stared into the demolished classroom. It was nothing more than a dusty pile of ruins now, unrecognizable as ever being anything at all. Peter forced himself to his feet, wheezing harshly.

"I've got to get everyone out of here," Peter murmured breathlessly as he glanced down the hallway. Students were scattered across the school, crying in fetal positions, hiding themselves in the bathroom or underneath tables, frantically calling their loved ones on the phone and explaining what was happening. "It's not safe here. They need to get as far away from here as possible."

A deep roar bellowed across the school, closer this time, causing everyone to cry in terror. Peter turned back towards Flash, who stared up at him helplessly.

"I need you to lead everyone to the back exit of the school," Peter instructed, motioning with hands as he spoke. "Don't let anyone try to come out the front doors, or they'll run into the green machine back there." Peter offered Thompson his hand again, which he accepted this time. "We've gotta be fast."

Flash rose to his feet, looking a bit confused as he knitted his eyebrows together. "Alright, I can do that. But…how are you going to alert the whole school in time?"

In response, Peter reached over to the wall and pulled the fire alarm.

* * *

><p>Bruce Banner had needed a break from the rest of his team. Their ignorance of all his suggestions had really set him on edge, and he needed some time alone to cool down. He marched down the staircase, a glass of scotch in one hand and the other shoved deep into his pants pocket.<p>

Why didn't they trust him? Hadn't he proven himself during the Chitauri strike on Manhattan? Granted, his little freak out on the Helicarrier may have rubbed a few of them the wrong way, mainly Natasha, but he had made up for it by now, hadn't he?

When he reached the fifth floor, Bruce slumped onto the couch, taking a long swig from his glass and sighing irritably. It wasn't his fault that he had this power, and not something easily controlled, like a metal suit or a bow and arrow. That didn't make him any less important to the Avengers. Even without the Other Guy, Bruce retained an intellect that rivaled Einstein himself, and that alone deserved more respect. He swirled the spirits in his hand, focusing on his breathing.

Nick Fury had seen what he was capable of, just as he had with all the others, and had asked him to join the team, just as he had with all the others. So why did he feel so distant and excluded from the group? Maybe everyone was just afraid of him. He couldn't blame them for that, really. But he had better control of himself now, and if he purposely turned into Hulk by his own will, his mind remained fairly intact and the Other Guy's body was under Bruce Banner's command. Why couldn't they understand that? Them treating him like a monster was unfair, and he was extremely tired of it. He almost wanted to go ahead with the mission on his own and capture Spider-Man by himself, just to prove them wrong. But he knew that was a terrible idea. He'd lose what little trust the rest of the Avengers had for him, and that was the last thing he needed. Banner downed the last of the alcoholic beverage in a long gulp, sighing heavily. He'd better go see what pointless position he'd been assigned to for the next mission. Bruce stood unsteadily, having avoided alcohol for a while up until then for fear it might trigger the Other Guy from making an uninvited appearance, and began walking towards the staircase.

Suddenly, a loud crash from far below met Banner's ears, and the ground beneath him quaked slightly, causing him to wobble and have to catch himself on the couch. He blinked in surprise, wondering what could have caused the ruckus. The dull sound of bullets being fired sounded from outside, causing fear to rise into his throat. Distracted, he accidentally slipped to the floor, landing roughly on his bottom with a painful grunt.

A strange noise that came out of nowhere suddenly made Banner's blood run cold. The sound of heavy metal footsteps clanking against the stairs, approaching ever-so-slowly in a maddening rhythm. _Clank, clank, clank. _Banner sat frozen to the floor, wondering what on Earth could be coming. The stomping grew louder with every passing moment, accompanied by strange mechanical whirring sounds. _Clank, clank, clank._ Whatever it could be sounded as if it was seconds from entering the floor he was on. _CLANK, CLANK, CLANK._

Slowly, a massive green figure rose from where the stairs met the next floor, causing Bruce's heart rate to spike. Whatever it was marched up higher and stepped onto the hardwood, then tromped to the center of the room and stood now in full view of the man on the ground. Banner was paralyzed with fear, trying with all his might to keep himself calm, but what stood before him was unlike anything he'd ever seen.

Hunkered over in an insect-like manner was what looked like a gigantic green armor, with two massive claws for hands dragging low to the ground and eye lenses that mimicked the appearance of a bug's on its face. The suit's plating encased whoever it was inside of the armor completely, and the rugged exoskeleton was peppered with bullet holes. The thing inhaled and exhaled heavily, the raspiness and longevity of its breaths making the person on the inside sound like they were on the verge of insanity. Strange pinchers on the sides of its mouth clicked and moved fluidly, and antennae-like appendages protruded out of the armor's shoulders. And swinging threatening back and forth behind the green armored figure was an incredibly long and flexible tail, the end of which was armed with a menacing-looking stinger that was oozing some sort of purple liquid.

Banner panicked, dropping low to the ground and crawling behind the couch to keep out of sight. He sat up with his back against the plush material, his hands shaking violently as he reached into his pocket and grabbed his phone. His quivering fingers tried to enter Tony Stark's number, but the phone slipped out of his grip and clattered to the floor. Banner grabbed at his wrist, which began to pulsate violently, fighting to stay in control.

_Keep it together, Bruce! _he thought helplessly to himself, a green pigment suddenly blossoming on the skin at his fingertips. He doubled over, fighting the Other Guy's will to take over with all his might.

The noise had drawn the attention of the insectile armor in the room, however. Making strange mechanical clicks and groans, the giant armor lumbered forward, approaching Banner's hiding place.

Bruce slowed his breathing, still gripping his arm in his fist. He had to call for help before he turned and began demolishing the city. A war still raging within himself, he reached forward, his hand hovering over the phone.

That's when a thick metal stinger stabbed into the ground, digging deep into the wood right beside Bruce's hand. Banner jolted with a start, and rolled sideways up to his feet. The insectile suit wrenched its tail free, laughing in a maniacal voice.

_"Bruce Banner!" _it hissed sinisterly. _"I've been looking for you!" _The plated tail swung back around with incredible speed, and Banner jumped to the right to barely avoid the hooked stinger's end. Bruce bolted towards the staircase, yelling out like a madman.

"Tony! Natasha! _Help me!"_

To his horror, Bruce's foot caught under the decorative rug Tony had so conveniently placed just before the stairs, and he tripped forward, landing flat on his face. He scrambled to get up, but a powerful metal claw slammed into the wooden panels underneath his body, trapping him against the floor. The pinchers squeezed tight around his midsection, crushing his arms against his sides and causing Bruce to cry out in pain. The insectile armor lifted Bruce up before himself, his iron grip unbreakable around the man's body. Banner struggled to free himself, but his attempts were fruitless.

"What…do you want…from me?" he gasped, fighting back against the inner turmoil raging within.

_"What do you think, Hulk?" _the armor hissed sadistically, its tail swirling mockingly around Banner's face. _"I need a bit of help destroying the cursed place that turned me into what you now see before you. A monster they call me, do they?" _The armored man placed the tip of its stinger under Banner's chin, laughing with insanity. _"Well, two can play at that game. A bit of my venom should do the trick. It would kill anyone else, but lucky for you it should simply cause you to transform into my favorite rampaging green murdering machine. Besides myself, anyway."_

Bruce struggled for air, feeling his grip on the world beginning to fade. "Who…are you?"

_"Who am I?" _the insectile armor answered with fraudulent bashfulness. It cackled, curling its thick tail around Banner's neck and causing him to choke. _"Well, once upon a time I was humble private investigator by the name of MacDonald Gargan. I was a pleasant man with morals and a family." _A spiteful tone entered the person's voice. _"But my business failed. I was running out of options, so in my desperation I applied to work at Oscorp, and after my vast knowledge was made known to them, I began conducting experiments with new biological weapons being developed by the great Norman Osborn himself. I'm pretty smart, y'know." _Bruce heard whoever was inside the green metal lick his lips as he spoke._ "But I didn't realize that _I _was the one who they were going to be experimenting on. So after they injected me with some freaky formula, grafted my body to this armor, and trapped me inside of it, I was forever bound within its hollow shell. Death awaits me if I ever leave my comfy home in this dark metal prison, for this armor is implanted into my skin and bones. Take it off, I'll be ripped to pieces." _The armored man paused, his grip around Banner's throat loosening a bit. _"That's why I need you here. I have to take revenge on the people who did this to me. I have to make them pay! Not just Oscorp, but this entire damn city! And I know, deep down in that shallow heart of yours, Bruce Banner, that you feel the exact same way. You have a desire to kill, don't you? It courses through your veins, makes you feel alive when someone's blood is spilled at your hand." _He leaned close to Bruce's face, a demonic smile playing along his lips that oozed through his words. _"In the darkest crannies of your soul, you enjoy being the monster that you've been turned into. Just like me."_

The insectile armor unwound it's tail from around Banner's throat, and placed the tip of it against the back of his neck. _"But do you want to know what I go by now, Bruce Banner?"_

Suddenly, the rest of the Avengers poured down the stairs, freezing as they stumbled upon the unimaginable scene before them and gaping in horror. Banner glanced over at his teammates, a look of a thousand apologies in his eyes.

_"Bruce!" _Natasha yelled, running desperately towards her trapped teammate. She was too late. The armored tail stabbed deep into the flesh of Bruce's neck, causing him to gasp as the venom seeped into his bloodstream. Instantly, he began to turn, his body erupting with enormous green muscles that bubbled up from underneath his flesh. Bruce Banner's mind was replaced with a core of pure rage that overwhelmed the creature before them; the Hulk.

_"I'm Scorpion."_

* * *

><p><strong><em>Ooooh snaps! I was right wasn't I? Now, before you start panicking like "no no no noo that is not what the scorpion is like you're wrong no no *screams and runs down the street naked,*" let me be clear that I have never read any comics or watched any show or movie with scorpion in it. I am basing the design of scorpion off of what I have looked up on marvel's websites<em>****_ and I have adapted him to my story, just like the green goblin in TASM was adapted to that movie (although that one kinda sucked lol). If you still have a fuming desire to rant at me about it in the reviews, I will enjoy reading them and sending you a courtesy smiley face on my behalf. The next chapter is really exciting I'm geeked up about it already so read it when comes out Wednesday yay :)_**


	9. Chapter 9

_Disclaimer: I am in misery...cuz nothing in this story be owned by me, oh yeyah_

_**I'm pretty sure out of all the chapters I've written so far, this is the one I've written and rewritten and edited and trashed and started all over on the most. It's starting to get really hard to please you guys, although I appreciate the criticism and I continue to ask for it because I know I need it. I know whatever I write is not going to be everyone's cup of tea, but I like it, so yeah. Here's your update you demanding little trolls. I love all of you :)**_

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><p><em>Chapter 9<em>

Despite having a notorious reputation as a stupid and self-centered jerk, Flash Thompson's had some impressive leadership skills. His time spent on the football field paired with his street credibility from his buddies made students and teachers alike obediently follow him as he barked orders, not a person stepping out of line. As much as he hated to admit it, Peter was glad he was there to help. He knew that what he did was something he couldn't have accomplished himself. He hoped Gwen was safe.

As people poured out of the school in a massive, panicky flow, Peter snuck into the bathroom, which was now thankfully deserted. He slipped into one of the stalls and took off his jeans and jacket/T-shirt combo, revealing the Spider-Man costume that he wore beneath his clothes. He wriggled his fingers into the gloves, abandoned his street shoes for his red, boot-like ones, and stretched the web-etched Spider-Man mask over his face. Peter breathed raggedy, trying to calm the fear raging within himself. He had to have all his wits about him for this one. He was in for the fight of his life.

Peter's suit had taken a pretty heavy beating along with the rest of him in his last squabble with the Avengers, but he hadn't had any time to repair it. The fabric was torn all down his arms and back, revealing the bruised and scarred skin underneath, as well as along the scrape on his forehead. The spandex was also singed along his left shoulder, which made the entire costume smell funny no matter how many times Aunt May washed it. But Peter didn't have time for wardrobe malfunctions at that point. He had a city to protect.

Checking to make sure nobody would see their friendly neighborhood Spider-Man crawling out of the school lavatories, Peter exited the stall and entered the hallway. The school was eerily empty, except for one loiterer who was wandering about aimlessly, yelling out Peter's name over the screaming fire alarm.

Peter ran right up to Flash Thompson and grabbed his shoulders, more than likely scaring the living crap out of him.

"What are you doing in here?" he yelled through his mask, his voice slightly muffled. "You have to leave!"

Flash's fear was instantly replaced with a childish twinkle that sparkled in his eyes. "Sp-Spider-Man?" he stuttered, his voice about twenty octaves higher than what Peter was used to. He didn't have time for fan service.

Peter gave him a much-needed shove towards the back entrance. _"Run. _Don't stop until you're positive you're someplace safe. The Hulk is going to demolish this entire area soon, and I don't want anyone here while that's happening."

Thompson appeared to have gotten the message, as he began sprinting down the abandoned hallways of Midtown High, but just before he vanished out the door, he turned around and shouted at the top of his lungs, "You're the _awesomest,_ Spider-Man!"

Peter rolled his eyes behind his mask. If only he knew.

Now that he had no more helpless students standing in his way, Peter slipped out of the school through the destroyed classroom and emerged from the wreckage out on the city streets. Fear crawled under Peter's skin as his eyes absorbed the massive green monster before him that was smashing through New York like a humanoid Godzilla, his unstoppable fists pulverizing everything around him. Screams and gunfire ripped through the air, jarring Peter's mind into focus. He fired a line of webbing at a streetlight and swung up on top of a building so that he had the high ground on the Hulk. He scoped out his options, trying desperately to conjure a plan that might turn this thing around, but he could find none. The only thing he could do was _fight__—_occupy the beast for as long as possible until it ran out of juice. Unless, of course, it _didn't_ run out of juice. Then Peter would just have to ad-lib.

Peter's spidey sense rang inside of his head, and he rolled to the left just as a bullet that an idiotic police offer had shot from below completely missed the hunkering green monster in front of it and whizzed past Peter's face.

"Hold your fire!" he demanded to the policemen dotted scarcely along the ground who were surrounding the rampaging Hulk. "Bullets won't even scratch him! Just get out of here, it's too dangerous!"

One officer nodded up at him, and began motioning with his arms wildly. "Pull back! Pull back!"

As the policemen scattered in a chaotic frenzy, none quite sure which direction they should run, Peter fired his web-shooter at the Hulk's eyes, causing him to bellow with rage. The green monster clawed at the webbing that blinded him, tearing it away with unsettling ease, and leered up at the person on the rooftop. Peter waved nervously.

"'Sup, ugly?" he asked with a grin, crouching down with his hands on his knees. "I'll make this easy for both of us. I'll run, and you try to catch me. Sound like a plan?"

In response, the Hulk roared ferociously and launched himself towards Spider-Man, his beefy fists clenched in rage. Letting out a yelp, Peter sprang sideways, and the green monster crashed into the roof like a wrecking ball. Peter scrambled to his feet as the beast shook its head, its fierce green eyes locked on Spider-Man's skinny form.

"Oh, sweet _mother_ of—"

The Hulk bellowed savagely and began thundering towards Peter like a muscly green rhino, and without thinking Peter spun on his heels and began running for his life. He flung himself off the roof and fired a web at a narrow streetlamp, swinging all the way around it with powerful momentum and connecting a kick against the Hulk's contorted face. He hollered with bloodlust deep in his voice, and grabbed at the air above his head, his boulder-sized fingers barely missing Peter's body as he flipped out of the way. Peter shot webbing from his wrists in rapid alternation, zipping himself down the street with the Hulk in hot pursuit. As he swung forward, however, small dots of people scrambling about ahead of him came into view, and he hissed between his teeth. He had to keep the Hulk contained in this area, otherwise he'd start smashing at civilians instead of Spidey.

Peter somersaulted through the air and fired both his web-shooters at the same time, which connected to the buildings on his left and right. His forward momentum carried him further down the street, causing the webbing to stretch taut between his wrists. Like an enormous loaded slingshot with Spider-Man as the ammo and his webs as the rubber-band, Peter rocketed himself back towards the the Hulk, flying with his fist cocked behind his head. With all his strength and speed behind it, Peter slammed his fist right between the Hulk's eyes, causing him to stumble back and roar in pain, clutching his face. As Peter jumped off his big green forehead, he fired a strand of webbing into his palm and held onto both ends of the web with each hand. Flipping over his head and landing on his shoulders, Peter wrapped the webbing over the front of the beast's throat and pulled on it with all his might, digging his heels into the back of his monstrous neck. The Hulk bellowed with rage, trying to grab at the thin string that was choking him but his thick fingers refusing to find purchase. Peter continued to yank on the webbing, tighter and tighter, until he was positive it was light's out for Mr. Green Machine, when a gigantic hand suddenly reached back and grabbed him in its fingers. The Hulk chucked his thin body like a rag doll and watched Spider-Man fly through the air, his limbs flailing sporadically. Unable to stop himself, Peter slammed against the street, rolling along the pavement for a long stretch of road until he skidded to a slow stop, moaning. He just laid there face-down for a moment, trying to regain his bearings, his skin stinging with fresh cuts that began to leak rivers of blood down his back. Peter struggled to his hands and knees, his plan beginning to backfire as exhaustion crept into his muscles, and went rigid when an enormous shadow loomed over his shivering body.

The Hulk stared down at Peter, his massive hands balled at his sides and trails of sweat dripping down his face and muscles. He growled, then raised his fists above his head.

Adrenaline spiked inside Peter, and he rolled to the left, but the impact of Hulk's smash sent him flying sideways. He slid against the ground and quickly hopped into a low crouch, breathing heavily. Recovering, Peter sprinted forward, firing a web at the Hulk's gigantic kneecap and running around his leg. The giant green beast grabbed at the air around his feet, trying to snatch little Spidey up in his monstrous fists, but he rolled out of the way and wrapped the webbing around the front of his legs. He then released a flurry of web fluid onto the Hulk's feet, trapping them against the ground if for only a moment. Like a red and blue bullet, Peter dashed towards the monster's gigantic body and sprang into the air, his legs out in front of him. His feet rammed against the Hulk's chest, causing him to roar and begin to lose his balance. Then, in a flash, Spider-Man bolted behind the unsteady beast and slammed his fist against the back of his knee, causing it to buckle completely. Peter rolled out of the way, and with a mighty howl, the Hulk tumbled backwards, his shoulders crashing against a tall building and shattering countless windows. The rest of his body slammed against the sidewalk, cracking the concrete beneath it. Without wasting a second, Peter crawled up the damaged building and hopped onto the Hulk's chest, spraying his entire face with a thick layer of webbing. He then began punching the beast's gigantic green face with his fists, his knuckles cracking as they slammed against the thick chin, cheeks, and nose. The Hulk was a practically indestructible being whose body could withstand bullets and bomb blasts without even flinching, however, and although Peter packed a lot of power behind his punches, they just weren't doing the damaged he needed. The Hulk let out a bellow of rage, his lips ripping through the webbing encasing them, and flung himself forwards blindly. Peter jumped backwards off of his collarbone, backflipping as he flew, and fired a web at the windows above the green beast. The Hulk was quick, however, and brought his two meaty palms together in a powerful clap. The impact created a shockwave through the air that sent Peter flying helplessly like a spider caught in a tornado. He crashed through a pastry shop's display window and tumbled backwards in a flailing heap of shattered glass and beautifully decorated cupcakes. He hit the tiled floor roughly, colorful icing splattering all over costume.

"Seriously?" Peter groaned, wiping pink frosting off of his face. "All my aunt's hard work, gone to waste. Although I do like the smell of red velvet better than our crappy laundry detergent."

A gigantic green fist suddenly crashed through the wall, narrowly missing a sugarcoated Spidey. Peter fired a web at the Hulk's bulging bicep as he sprang to his feet, then sprinted up his arm and flipped over his shoulder. But the Hulk was ready this time, and he spun around violently, the back of his hand connecting with Peter's wiry body. Peter slammed into the concrete, gasping as he felt his spine pop painfully and the back of his head snap back against the ground. He laid there, unmoving.

The Hulk reached down and scooped Spider-Man in his beefy fist, trapping Peter's arms against his sides in his iron grip. Peter's head swam as he slowly became aware of the powerful fingers squeezing his body, and he began to squirm.

"Banner…let me go!" he yelled in a strangled voice, thrashing to escape his beastly grip but without success. "I don't know what the hell has gotten into you, but you have to fight it!"

But Bruce's mind was lost in the sea of rage and distemper. He squeezed Spider-Man like a toy in his hand, causing him to choke and sputter. Black dots began to outline the peripherals of Peter's vision, and his lungs refused to expand. He could feel himself fading into unconsciousness, and his head pitched forwards, going silent.

Suddenly, a bright blue blast exploded against the Hulk's face, causing him to howl in agony and drop Spider-Man's limp body. A red and gold object rocketed past the bellowing green monster who was clutching his smoking eyes in pain, caught Peter in its arms, and zipped out of harm's way in one quick turn. The Hulk roared at them from below, but the figure was too quick for him, and was far from his grasp within seconds. Peter's eyes fluttered open beneath his mask, his head and muscles throbbing, and he sucked in a large gasp of air, gulping fresh oxygen into his starved lungs. He could feel the wind whipping against his open scrapes, which made it clear that he was flying at a dangerously fast speed. His body was being held by a pair of cold metal arms.

After about minute more of soaring above the cityscape, Peter felt his carrier land on the ground. He placed Spider-Man gently on sidewalk, and he rolled onto his hands and knees, moaning.

"Easy there, Spidey," he heard a familiar robotic voice comfort him, causing Peter to groan irritably. "Don't move too much; you've taken a serious beating." An amused confusion entered the voice. "Is this…frosting?"

"Ah, crap," Peter muttered, coughing into the ground and feeling his senses finally begin to come around. He sat back, clutching his head. _"You_ again."

Iron Man laughed boisterously, placing his metal hand on Peter's shoulder. "Funny way to address the guy who's saved your red and blue ass from going _ker-splat_ on the street…what is it, twice now?"

Peter shook his head, clearing the fog that had settled over his mind. "That first time didn't count. _You_ attacked me."

Stark clicked his teeth together. "Actually, it was Clint who shot you down. Without the consent of the rest of us, might I add. Don't worry, you can have a go at him later."

A violent crash echoed in the distance, followed by a mighty roar that seemed to shake the Earth beneath them. Tony stood, staring off in the direction that the noise had come from. He glanced back down at Spider-Man.

"But right now, we need your help. The Hulk isn't our only problem."

"Really?" Peter inquired sarcastically, rolling his aching shoulders. "What's more problematic than a gigantic green monster rampaging around the city?"

To answer his question, a bloodcurdling shriek rang out from high above their heads, causing Peter's heart to jump. The two masked heroes glanced upwards with a start, uneasiness twisting in their stomachs.

A massive figure was crawling up the gigantic flatscreen in the center of Times Square, inciting screams and yells from the people on the ground below. The large figure looked as if it was wearing some sort of sickly green armor, with its massive crab-like claws hooking into the glass, sending glistening shatters falling onto the crowds beneath it. A long, thick tail swung behind it with a jaggedly pointed tip that made Peter's skin crawl.

"Two of them."

Peter squinted, struggling to comprehend what he was seeing. "What is that thing?"

Stark shrugged his shoulders and shook his head. "Beats me. Some deranged maniac who got ahold of some dangerous armor that resembles a bug. He struck Banner with that stinger thing, and it caused him to turn."

Peter glanced up at him in shock. "That thing is what made Doctor Banner turn into the Hulk?"

Tony nodded slowly, his brow wrinkled with worry behind his metal mask. "He called himself 'Scorpion'."

Peter looked back up at the hunkering armor climbing up the screen, cursing under his breath. What did this thing want? Who would be insane enough to release the Hulk onto the city? He frowned behind his mask. "I'm starting to think green is New York City's least favorite color. I mean, in like _every_ aspect. Decoration-wise, sports team-wise, dietary-wise, and, oh yeah, the people who terrorize the city-wise." He rubbed his hands along the ground, scraping icing off of the red fabric and onto the concrete. "So, what do you want from me?"

Iron Man offered Peter his metal hand, which whirred and clicked with the movement of his fingers. "We need you to occupy that Scorpion guy until we can get the Hulk under control. He's not as big and destructive as Banner, so he shouldn't be too tough to handle, but he's already attacked some people and caused some major damage to the city…including my house." He hissed under his breath. "Asshole. Once we calm Brucy down, we'll come help you with Scorpion. Do you think you can do that for us?"

Peter laughed raggedly, his voice dripping with distrust. "And how do I know you're not just going to use this as another opportunity to try to snatch me up and drag me off to S.H.I.E.L.D. again? You already tried it once with that sick 'come with us and you can join the Avengers' trick."

Tony Stark looked down at him, his outstretched hand still hanging in the air. His Iron Man mask suddenly flipped up to reveal his face, which had an icy serious expression on it.

"That wasn't a trick, Spider-Man. I sincerely wanted you to join our team, and I still do. I thought that if you got this whole 'menace' ordeal sorted out with S.H.I.E.L.D., which you could clearly prove them wrong about, you really could become an Avenger." His gaze went downcast. "True, it wasn't guaranteed by Coulson that you would be accepted for sure, but I've seen what you're capable of. The way you whooped our asses the other day—that was convincing enough. And just now, the way you took on the Hulk all on your own to protect this city's people." Tony Stark's eyes softened, unwavering and earnest. "The Avengers need a guy like you."

Peter sat silently, eyes wide, mulling over what Iron Man had just told him. What was this guy playing at? Did he really think that little Peter Parker was capable of being an Avenger? The sincerity in his voice made it seem just that, but Peter did not want to be fooled again. And he still did not want to reveal his identity to anyone. A pat on his shoulder jarred Peter from his thoughts.

"Come on, Spider-Man," Tony Stark said impatiently, a tinge of comical sarcasm in his voice and his usual discourteous demeanor making a reappearance. "All this sappy crap is making me nauseous. We've got a city to save."

Peter laughed authentically and shook his head. With a heavy sigh, he reached up and grabbed Iron Man's hand, allowing him to help him to his feet. Peter grimaced as he stood, grabbing his head in his hand as it started to throb again, and he let out a groan.

"Are you going to be alright?" Stark asked, patting him cautiously on the back.

"Sure," Peter answered with a forced smile, fighting the urge to collapse back to the ground and curl up into a ball. "Y'know, nothing major that the amazing Spider-Man can't handle, right?"

Tony Stark chuckled, slapping Peter on the shoulder with enthusiasm. "In that case, see yah around." His metal mask dropped back over his face, and he blasted off the pavement, flying off towards the sound of ferocious roaring and buildings being smashed. Peter watched Iron Man soar across the sky until the red and gold suit had disappeared behind a towering building, the sound of his repulsor engines fading into the distance before vanishing completely.

Breathing steadily, Spider-Man glanced back over to where the Scorpion thing was, who released another violent screech from his throat that echoed across the city and sent a chill down his back.

"Yeah," Peter sighed, firing a web strand from his wrist that connected to a nearby apartment complex, "see yah."

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><p><strong><em>Sorry, no switching of the POV in this chapter. I was going to do it all in one, but that just would've been gigantic, especially when you see how freakin long the next chapter is. Speaking of which, the next chapter is kind of sad and painful. Sorry :P<em>**


	10. Chapter 10

**_Disclaimer: I don't own anything said in some witty way_**

**_I've been extremely excited to post this chapter because its pretty long, rather intense, and just idk I like it. The ending is going to make you all want to put me into a chokehold, but luckily I'm safely hidden behind this computer screen right here. Thanks for all the encouragement, please keep writing reviews, yay. Now look at the words with your eyes and be filled with the happy. :)_**

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><p><em>Chapter 10<em>

When Stark arrived on the scene, everything was in chaos. Buildings were collapsing in avalanches of shattered glass and concrete, a fire hydrant was spewing like a geyser on the street corner and causing a river to flood down the road, and giant potholes the size of minivans littered the area, created by a bombardment of enormous green punches dealt to the pavement. And in the middle of it all stood the muscly green machine himself, snarling and chucking a truck at Black Widow, who rolled out of the way just as the semi crashed against the street right where she had been a moment before.

Tony descended beside Captain America, who was down on one knee, panting heavily.

"What's the plan?" Stark asked him, watching the Hulk slam his fists into a wall that Clint had been hiding behind. The archer flipped backwards, bricks flying all around him, and fired an explosive arrow into the Hulk's face as he spun, causing him to roar.

"We have to find a way to trap him. Keep him contained long enough so that he can cool down." He clutched his stomach, clearly in pain. "If we don't figure this out soon, he's going to take us down along with the entire city."

"Maybe we can drop a building on top of him," Stark suggested, swirling his finger in the air. "There are plenty that he's already softened up a bit. We can lure him underneath one, and then push it on top of him." Stark played out the whole scene on his hands, looking extremely pleased with himself.

Steve shot him an irritated look. "Do you really think toppling a bit of rubble on top of him will keep that mountain of green muscle at bay?"

Stark shrugged helplessly, then his eyes bugged out of his head._ "Duck!"_

The two Avengers hit the deck as a demolished car somersaulted above them, bouncing down the street a bit before skidding to a halt. Stark stood up gingerly, looking back at the Hulk.

"Alright, Plan B. Let's just throw everything we've got at him until he runs out of steam." Stark blasted off the ground and circled around the Hulk's hunkering form, charging up the repulsors on his palms and drilling him with beams of blue energy. The green monster bellowed with rage, swinging his massive hands at the armored man, just narrowly missing him.

_Sir, the Hulk's skin is incredibly tensile, _Jarvis' professional-sounding voice informed Tony. _Your weaponry is useless against it._

"I'm not trying to kill him, Jarvis!" Tony yelled out loud, barrel rolling to avoid a gigantic green fist that swung beneath him. "I'm just trying to cool him down!"

_And you're doing a marvelous job, sir,_ the artificial intelligence said smugly as Stark was slammed with a powerful backhand that sent him crashing into a streetlight. Tony rolled across the ground, digging his fist into the pavement to slow himself down. He slid to a stop in a low crouch, breathing heavily.

Captain America watched Stark tumble to the ground, and rose to his feet. He ran to the far right sidewalk of the street, tapping on his earpiece. _Hawkeye, Natasha, you ready?_

_Sure beans, _Clint answered him, his back against the concrete wall of a dark alleyway. He pulled out a rope from one of his vest's pockets. _The ol' trip and treat?_

Natasha sighed exasperatedly, hiding behind a dumpster. _I know where this is going. This'd better work._

Cap positioned himself on the Hulk's left flank far down the road, staring across the street into Barton's cold eyes. The archer had an arrow loaded into his bow, and he sat silently, waiting for his cue. The two shared a mutual nod.

_Now! Go!_

With a shaky breath, Black Widow sprinted out onto the desolate street before the Hulk, waving her arms around wildly. The burly green monster whirled to face the woman in the middle of the road, huffing furiously.

"Over here, come and get me!" she hollered, and the Hulk didn't need to be told twice. The muscly green beast barreled towards Romanoff, but she stood her ground, waiting for the right moment. As the Hulk approached her with alarming speed, Natasha's heart rate kicked into overdrive.

_Clint! Now, Clint!_

Instantly, Hawkeye let the arrow slip through his fingers, which had the strong cord tied to the end of it that Clint had attached to the base of a conveniently planted tree along the sidewalk. The arrow flew to the other side of the street, and Steve snatched it out of the air in his gloved fist. He wrapped the cord firmly around his arm and slammed his shield deep into the ground, supporting his body close against the vibranium weapon and bracing for a major impact.

Oh, and an impact it was. As the Hulk charged towards Natasha, his ankles became caught in the thick cord stretched across the street. The moment the Hulk's weight and momentum made the rope go taut, Steve was wrenched from the ground, his shoulder barely managing to stay in socket, and he was dragged down the road by his arm. The thick tree trunk across from him popped at its base, creaking with the force of the great beast upon its infrastructure. But the balance the Hulk's massive body had lost in that split-second was enough, and he tripped forwards, roaring furiously. He crashed to the ground, his muscles rippling violently, and left a yawning crater in the street beneath him. Natasha didn't waste a moment.

_Now's your chance, Cap! _she yelled into her microphone. Rogers hastily untangled the thick cord from around his arm, sprang to his feet, and charged towards the downed green beast. He jumped high into the air, raising his shield above his head, then slammed it down with all his might against the back of Hulk's head, causing the monster to howl in pain before his face dropped to the pavement. The Hulk went still and silent, and Steve Rogers stood on his neck, heaving mightily.

_I think that did it, _he sighed, securing his shield to his back and staring down at the beast beneath him.

Clint lowered his bow to his side. _Good work, people._

Natasha allowed herself to breath finally. _Now we just wait._

In a flash, a monstrous green hand suddenly reached up and grabbed Steve Rogers in its crushing grip, squeezing the breath from his lungs. Captain America gasped in shock, his diaphragm feeling like it was collapsing in on itself as the Hulk rose from his face-down position and lifted the trapped Avenger in front of his menacing green eyes.

"N-no!" he yelled in disbelief, struggling to escape. "Guys! Help me!"

But his teammates weren't fast enough. Cocking back his arm, the Hulk threw Steve Rogers hard against the pavement, his body smashing into the ground with a sickening _thud _and rendering the super-soldier instantly unconscious.

_"Steve!" _Natasha screamed, sprinting down the road towards the motionless soldier at the feet of the towering green giant. She dropped to her knees, hooking her elbows underneath the lifeless Avenger's armpits as she tried desperately to drag him away from the Hulk's smash zone.

_"Natasha!" _Clint shouted at the top of his lungs, his bow loaded with an explosive arrow. _"Look out!"_

Romanoff glanced up from the limp man in her arms and saw a massive green leg raised back threateningly in front of her. She didn't have any time to react before the huge foot came swinging forwards and slammed into her body, kicking her like a rag doll high into the air. Stark watched his teammate be sent flying, and rocketed into the sky after her. As she began to tumble downward towards the unforgiving earth, Tony met her in the sky and caught her in a messy jumble of limbs before steadying himself in the air. Her body was deadweight in his arms, and blood dripped down her face from her lips and nose.

_"You bastard!" _Clint screamed, charging out into the open before the lumbering Hulk, who the green giant instantly turned his attention to with a snarl. Clint released a relentless onslaught of explosive arrows against the green beast, bombarding his impenetrable skin with significant bursts of pain without mercy. The Hulk roared in agony, swatting at the stinging toothpicks that bounced off his flesh with his fists. As the green monster was preoccupied, Clint rolled between his legs to where the motionless body laid and hoisted Captain America over his shoulders with a grunt. He then began to race down the street with the Avenger's added weight on his back slowing him down.

Stark landed on a safe rooftop with Natasha in his arms, laying her gently on the hard surface, and glanced down at his teammate hauling ass down the road with the unconscious soldier around his shoulders. As the Hulk recovered from the previous attack, his eyes locked onto the figure in the distance. He bellowed with rage, raising his giant fists high above his head.

Tony blasted off the rooftop towards the pair and yelled out, _"Behind you!"_

With Steve's limp body balanced on his shoulders, Clint loaded a sharply pointed arrow into his bow as he ran, aiming it behind himself at the Hulk's eye. Just as he was about to let it fly, however, the Hulk's fists smashed into the road, sending a shock wave through the ground that crumpled the concrete in its wake. The impact beneath his feet made Hawkeye stumble, and he tripped forwards as the ground bubbled up and cracked beneath him. Steve fell off his shoulders, but Iron Man soared across the street and caught the unconscious soldier in his arms before he hit the ground. Clint's hand became tangled in the string of his bow as he fell, rendering him unable to stop himself. Clutching his weapon close to his body, Barton slammed into the ground, tumbling down the street like a crumpled piece of paper. A sharp pain ripped through his body. He rolled and rolled for a long ways, his grip on his bow faltering and causing it to rip from his fingers. Finally, the battered archer came to a messy stop, hearing his weapon clatter to the ground on the street nearby. He coughed and sputtered, staring down at the grubby road he laid facedown on.

_Clint! _he heard Tony's voice yell into his ear. _Are you alright?_

Barton's diaphragm was seized in a violent coughing fit as he tried to rise to his hands and knees. _Yeah, I'm fine, _he answered weakly.

But something felt very wrong.

A wave of nausea suddenly washed over Clint as he laid there, and he became aware of a pain in his side. With a grunt, he rolled onto his back, and the dull ache blossomed into an unbearable agony. He tried to steady his breaths, feeling his skin growing hot and panicky. His eyes wandered slowly down his torso, and landed on something projecting from the dark leather fitted snugly to his frame. Disbelief choked his racing heart.

He had an arrow pierced through his body.

Hawkeye gasped for air, trying to keep calm as the fabric around the wound grew dark and wet. A red pool began to form underneath him, and his head fell back against the pavement.

_S-Stark_, he coughed into his earpiece with panic in his shaky voice, _I'm hit._

Immediately, Tony placed Captain America on the roof beside Natasha and launched himself towards the downed marksmen in the road, fear rising into his throat. He landed beside his wounded teammate, whose face was growing pale.

"Oh my gosh," Tony gasped, his face mask flipping up as he knelt beside him. The arrow had gone straight through Clint's midsection and was poking out on either side of his body. The wound was slightly to the right of his stomach area. Barton wheezed painfully, fighting to stay conscious. "How the hell…?"

"Arrow…must've stuck me...as I fell," he said weakly, his trembling fingers coiling around the projectile in his abdomen. He let out a pathetic laugh. "Damn idiot."

The Hulk roared at the two men from a distance, flinging his fists about in fury. Tony swallowed nervously.

"We gotta get you to safety," he said indignantly, trying to tuck his hands under the injured man. Clint let out a weak wail of agony as the arrow lodged in his flesh shifted about with the movement, and Tony flinched back, feeling helpless as his teammate's blood dripped from his fingers. The Hulk began to charge at them.

"We have to move!" he yelled in dismay, supporting Barton's limp head in his hand as the assassin struggled to breathe. Barton's eyes looked glazed as he tried to retain his grip on reality, and blood was pooling in his mouth. Tony shoved his hands under his friend's body, causing him to cry out and sputter painfully, then slowly lifted him into his arms, careful not to touch the impaled arrow. Stark rose to his feet with Barton's limp form against his armored body, watching the blood drip from the arrow's sharpened tip and splatter onto the ground. He turned around, about to fly off to safety, but the Hulk was already upon them. It seemed as if the monster's gigantic fist was swinging towards the two Avengers in slow motion, and there was nothing Tony Stark could do about it. Escape was impossible. He had been too late. He braced himself for the impact.

An object suddenly came soaring from behind them with unbelievable speed and slammed into the Hulk's thick jaw with a violent _crack. _The muscly green beast was sent flying backwards, roaring with rage, and collided heavily with the ground, leaving a trail of splintered concrete in his wake. The metal object that had dealt the savior's blow flew back behind them, and Iron Man turned around slowly, stunned.

In a flash of lightning and with an echoing boom of thunder, a man decorated with extravagant body armor and a billowing red cape crashed to the earth, his long golden hair flowing around his face. His hand shot out and grabbed the uru metal hammer as it hurdled back towards him, then he rose to his feet, standing heroically in the middle of the street.

"Thor, son of Odin and future ruler of Asgard, has arrived."

Tony blinked in shock, speechless for a moment, then dropped his gaze down to the ground and shook his head, chuckling. "Why do you always have to be so damn theatrical?"

Thor strolled forward towards his teammates, small sparks bouncing off his body.

"I received word that there was danger on Earth, so I came as quickly as I could." He stared down at the injured archer in Tony's metal arms. "Is the wound severe?"

Clint coughed and sputtered, spewing droplets of blood from his mouth.

"It's pretty bad," Stark answered, his fingers cradling the Avenger's head and his arms supporting his limp body. "I have to get him to a doctor. The others aren't so hot either, but I can't risk carrying them all; they might bump against the arrow and injure Clint worse. I'll have to come back for them." He glanced up at Thor with amusement sparkling in his eyes. "Think you can handle ham hands over there?"

The Asgardian prince smirked, spinning his hammer in his hand like the propeller of an airplane and lifting off the ground.

"With pleasure."

In an instant, Thor flew towards the Hulk, who was rising to his feet sluggishly, and slammed his hammer against the green beast's temple, causing him to crash into the side of a building with a roar of frustration. The Hulk jumped to his feet with an ear-splitting howl and swung his fists at the flying Asgardian, who circled him evasively.

Stark hovered above the ground, watching the raging battle of brawn before him with interest, then turned around in one swift movement and took off down the street, holding his injured teammate in his arms with care as he searched for a hospital.

Thor swung his hammer with all his might, smashing it in a powerful uppercut against the Hulk's chin. The Hulk was catapulted backwards, crashing into the Earth and groaning. Thor jumped onto the downed beast's stomach, glaring at him fiercely.

"I wish not to hurt you, Banner," he said to the Hulk, who growled in his throat as he laid on the ground. "But I shall if I must. We are your friends. You have to think!"

The green beast sprung back to life, thrashing and roaring, and Thor flew into the air. Mjölnir in hand, he dropped rapidly towards the Hulk, then slammed his hammer hard into his stomach. The Hulk roared in agony, clawing at the uru weapon on his abdomen, but it wouldn't budge. Thor left the hammer on the green giant's body, trapping him against the ground so that he couldn't move. Rolling off of the muscly beast to escape his furious tantrum, Thor landed on the desolated street and spun around, admiring his work.

"I warned you so, my friend," Thor told the screeching Hulk as he tried fruitlessly to pull the hammer off his body. "You just sit right there until you shrink back down to a Banner-sized man." A sound behind him suddenly startled the Avenger, and he glanced upwards, his eyes catching movement on top of the roof of a nearby building.

"Uh…ugh…ow. Oh man." Steve Rogers's eyelids slid open sluggishly, and he squinted as the setting sun's light invaded his pupils. A nauseating headache settled over him, and he reached up, rubbing his forehead. "What…happened?" Steve glanced to his left, where Natasha laid in silence, trails of blood slithering down her face. Swallowing, the super-soldier hesitantly sat upwards, his eyes shut tight as he massaged his temples and tried to recall the situation. He vaguely remembered the Hulk snatching him up and throwing him against the ground, then everything going black. He must've been knocked unconscious from the impact. That would explain the skull-splitting headache about to pop his brain like a grape. The sound of the Hulk's shrieks startled him from his pain and caused him to glance down at the street below, and a weak smile played across his lips.

"Well, if it isn't my favorite Asgardian prince, here to rescue." Steve let out a laugh that caused his head to throb, and he gingerly slipped off his Captain America mask and scratched at his short blonde hair. "When did you show up?"

"I arrived quite recently to aid you in your spar against the Bruce Banner," Thor answered, staring up at Steve from his position on the street. "Are you and lady Romanoff alright?"

Steve glanced back over at Natasha, who was sprawled across the rooftop in a messy heap, her eyes closed and her mouth and nose dripping with blood. Thankfully, her chest was rising and falling with steady breaths, which gave Cap a slight feeling of relief.

"She must've been hit pretty hard," he yelled down to Thor, "but I think she's okay. Just unconscious." It was then that something buzzed in Steve's ear, causing him to jump. A spark suddenly zapped him, and he yanked the earpiece that the Avengers used to communicate with out of his ear with a yelp. It fell apart in his hand, sparking and fizzing before going silent.

"Must've broken when the Hulk threw me against the ground," he said, letting the pieces crumble between his fingers. A small voice then caught his attention, barely audible. He glanced over at Natasha, who laid beside him silently. The sound was coming from her earpiece. He reached over and took it from her ear then held it up against his own.

"Is anyone there?" he asked, rubbing his aching forehead. "Stark?"

_Steve? _he heard on the other end. _I__s that you?_

"Yeah, it's me," he answered with a sigh, his hand dropping to his side. "Where are you?"

_I'm with Barton at the hospital, _he replied with concern in his voice. _He was impaled by one of his arrows after the Hulk sent him flying._

"Are…are you serious?" Steve inquired, fear spiking in his chest. "Is he alright?"

There was a pause on the other end before Tony answered. _I'm not sure yet. He lost a lot of blood when he was with me, and the doctors just took him away._

Rogers tried to imagine the stone cold Clint Barton in a hospitable bed with a bunch of doctors tending to his injured self and hooking him up to medical machines, but simply couldn't.

_How about you? _Stark asked him suddenly. _How are you holding up?_

Steve blinked his eyes a few times, a pressure feeling as if it was pushing on the back of his eyeballs. "I've got one hell of a headache and some pretty impressive bruises on my back, but other than that, I'm alright."

_How's Natasha?_

Steve glanced over at the unconscious woman as he spoke. "She's still out. She's breathing, but she hasn't moved at all. She really needs a doctor."

_I'll head over there right now and pick her up, _Stark assured him. _What about you?_

"I'm stable enough," Steve chuckled, rolling his aching head and shoulders. "Thor has Banner under control for now, so I'm just sitting up here." He looked down at the green beast, who had gone still and quiet. "Have anything for me to do?"

_Spider-Man went after that Scorpion guy, and I told him that we'd help him out after we stopped the Hulk. Think you've got enough in you for another fight?_

Steve laughed lightly, looking up at the sky. "Don't I always?" he replied, then he faltered a bit. "Wait, is Spider-Man actually working with us?"

_More or less, _Stark answered uncertainly from the other end. _We may not be on the best of terms at the moment, but we've both got the same goal in mind: protecting the world and all that._

Steve sighed heavily, rising to his feet. "Alright, I'll see what I can do." He placed the earpiece back into Natasha's ear, abandoning the only communication device he had between himself and his teammates, then carefully dropped himself off the roof's edge, rolling along the ground to dampen his landing. With a final glance back at Thor and the Hulk, Captain America took off down the road towards the gleaming epicenter of New York City: Times Square.

"Don't do anything stupid," Stark ordered him, but without an answer. Shaking his head, Iron Man walked out onto the busy New York streets, the light of day fading fast behind the towering city skyline, and placed his hands at his sides, palms down. With a small _ping_ indicating the repulsors in his armored gloves were glowing to life, he blasted off the ground and zipped back towards the demolished street where the entire catastrophe had played out, and where his friends needed his help. He didn't slow down until his teammate's motionless body came into his view, and with quick movements he scooped her up into his heavy metal arms and soared back towards the hospital, watching as the clouds in the sky turned blood red from the sinking sun.

Natasha Romanoff had a pretty serious concussion. Along with that, four broken ribs, a bruised diaphragm, and a busted up lip that needed stitches just as the charming cherry on top. The doctors told Tony that they needed to run a cat scan to check for any serious head trauma, but that they believed she was going to be alright. The news provided the weary Avenger with a tinge of relief.

After hours of sitting idly in the waiting room, the door to the Clint's recovery room opened suddenly. "Mr. Stark?"

Tony glanced up, alarmed, then allowed himself to breathe. He stood and walked up to the doctor.

"Is he going to be alright?" he asked, a slight hesitation in his words.

The surgeon looked the armored man before her up and down with an an unreadable expression before answering. "He's stable enough for now. After removing the arrow from his abdomen, we discovered it had grazed his left kidney, which caused a bit of internal bleeding that we've managed to patch up. We had to give him a blood transfusion because of the blood loss he suffered from the wound. All that considered, his body is responding well to the surgery and treatment. You can see him if you wish, but I'd prefer if you left that suit of yours out here. And disinfected your hands."

With a signal to Jarvis, Iron Man's suit began to disassemble from his body, thousands of whirring gears and parts that no one but the great Tony Stark could understand twisting and popping and rotating. Within moments, the armor had folded itself off of Stark's body and into the form of a thick metal suitcase, which Tony presumed to pick up in his hand with an awkward smirk at the surgeon. She did not seem impressed, but stepped sideways to allow him to enter. Clenching his fists, he walked in, and instantly he was hit with the unnerving smell of seemingly unnatural cleanliness and a sharp discomfort from the overwhelming amount of white in the room. He obediently squirted some Germ-X into his palms and placed his suitcase on the floor.

There laid Clint Barton on the hospital bend, a plethora of snaking tubes and beeping devices hooked up to his broken body. A thin blue sheet was laid over him, hiding the ugly wound beneath it. His eyelids were barely slitted open, staring down at nothing in particular in some sort of hazy trance until Stark entered the room, and he glanced up.

"Hey, Barton," Stark said quietly and with a forced smile, rolling a stool up next to his bedside. He sat down in it, his hands placed stiffly on his knees. "How're you doing?"

Clint blinked a few times, a bit dazed, before a weak grin played along his lips. "I've been better," he answered with sarcasm in his voice, staring down at his stomach. "The doctors said I gotta stay here for at least a week to recover. Assholes."

"Don't be an idiot, Clint," Tony snapped at him. "For once, just be a good patient and do as you're told. You're no use to us in the condition you're in, so you're just going to sit right here and _heal."_

Clint sighed defeatedly and stared over at the window, where the darkness of night was beginning to envelope the city. "How are the others?"

"After you were hit, Thor showed up and saved the day with his hammer and billowing golden hair." Tony fluffed at imaginary locks around his head for effect. "He said he could handle the Hulk, which he was doing a pretty good job of when I left. Then Spangles rang me up and told me he was going after the Scorpion guy to help Spider-Man, so I guess he's alright, too."

Clint swallowed. "And…Natasha?" he asked, unable to hide the concern in his voice.

A knowing smile spread across Tony's face, and he leaned back casually. "She got roughed up pretty bad. Concussion, bruised diaphragm, few broken ribs, y'know. I think she'll be okay, though. She's tough."

"Yeah," Clint agreed with relief in his words, "she is." He looked back over at Stark. "So what are you still doing here?"

"Babysitting you two imbeciles," Stark answered with a laugh. "I had to care flight you 'master assassins' here and hand you over to the doctors. Just wanted to wait and make sure you were alright."

Barton looked mildly irritated. "We're fine," he insisted coldly, his eyebrows wrinkling together. "You're not needed here, Stark. If Captain America is out fighting that crazy green robot thing after the beating he just took, he's going to need some help. You should be there, fighting with him." He shifted around a bit, grimacing. "You might even be able to capture that spider guy, if he's there too."

Stark clicked his teeth together, his laughter running dry. Then he held his hands up in the air in surrender, smirking. "Alright, alright. No need to get all worked up, Legolas." He rose to his feet, turned towards the door, then reached down and picked up his Iron Man suitcase.

"I'll be back in a while, when all this is over with," he assured him, and glanced over his shoulder with a look of amusement in his eyes. "You rest up while we're gone, you hear?"

Clint rolled his sharp blue eyes but nodded his head, weakly raising his fist in the air. With that, Stark left the hospital, giving the nurse a wink as he walked out the doors. She didn't seem interested.

After reentering his Iron Man armor, Stark soared through the deep black sky, staring down at the twinkling city below. He tried to ask Steve where he was in his earpiece, but the super-soldier wouldn't answer. When he spotted the buzzing Times Square, pulsating with energy and lights, he banked downwards, scanning the area behind his mask. He approached the ground quickly and landed on the concrete with a metallic _clank. _His presence incited an uproar of murmuring and gasping from the swarm of people around him, and he stared around, puzzled. He marched up to a random man in the crowd, who squeaked in surprise.

"Hey you," Tony snapped, grabbing the pedestrian by his collar, who shrunk beneath the metal man's intimidating gaze. His mask flipped upwards. "Was there a big green metal thing here recently?"

The man gaped for a moment, speechless, before answering in a shivery voice, "Y-yes, there was! It was fighting Spider-Man for a while, and then—" He stopped suddenly, his shoulders relaxing a bit. "Dude, I gotta tell yah. I'm, like, your _biggest _fan. Could I, like, get your autograph, or—"

Stark shook him roughly, growing impatient. _"Where?_ Which way did it go?"

Startled, the man pointed a trembling finger to his right. "It ran off that way! That's all I saw! The thing looked like it was injured, but it was still moving pretty fast, so I don't know how far it might've gotten, or—"

Without allowing the fanboy to finish, Stark blasted from the ground in the direction the man had referenced, whipping up the air around the crowd and causing them to cry out in surprise. As he zipped above the people's heads, he heard the man yell after him excitedly, "You're my hero!"

"Ew," Stark scoffed to himself as he rocketed around the corner, scoping the roads and alleyways before him. He flew for a few minutes, passing above numerous druggies and smokers and drunkards, who all stared up at him with skewed interest on their faces, but found no sign of Scorpion. As he began to grow frustrated, he found himself in a four-way crossroad connecting the dark alleys into an intersecting labyrinth, and he cursed under his breath, landing in the center. He spun around in a circle, debating which way to take. Then a sickening noise sent a chill down his spine.

Tony Stark slowly turned around, and in the faint light of the glowing moon and the dicey illumination from the flickering bulbs dotting the alleyway's vacant walls, his eyes landed upon a large heap of green metal that was collapsed on the ground. The man in the armor was making a disturbing gurgling sound deep in his throat, and a long streak of blood along the grimy concrete trailed behind his body as he dragged himself forward pathetically, his suit's metal screeching against the ground. He pulled himself along the pavement by one green claw, while the other was twisted painfully backwards at an unnatural angle. The insectile armor was peppered with deep cracks and huge craters, and a dark purple liquid seeped from the end of his spiked tail, which dragged uselessly behind him.

Stark walked up to Scorpion cautiously, approaching the horribly beaten armor on high alert. He stopped beside Scorpion's head, and the man inside sputtered and gagged on his own blood, barely able to breath. Tony felt a sickening knot twist in his stomach. He leered down at the mutilated villain, a deep hatred boiling up within him.

"This is what you get," he told Scorpion mercilessly, his metal fists balled at his sides. "Thanks to you, my teammates almost died, and you endangered thousands of others. You deserve what you've got."

The man inside the armor hacked and gasped in response, unable to speak. He was dying. A part of Tony Stark wanted to leave the beast of a man to suffer, to die a slow and painful death, choking on his own blood and agony. That's what he deserved. He'd activated the Hulk and attacked innocent people because of his own personal problems, dragging an entire city into something they had nothing to do with. It was cruel.

But then again, as Stark stared down at the suffering man, so was leaving him like this. With a frustrated sigh, Stark bent down beside the insectile armor's broken body. He raised his metal palm and placed it against Scorpion's armored head. The repulsors in his hand pinged shrilly to life, and with a loud blast, a beam was released from his metal gauntlet, echoing down the crisscrossing alleyways and painting the walls with dancing blue light.

Scorpion was dead.

Breathing heavily, Tony Stark rose to his feet, the air around him feeling cold and tense. The sounds of the city buzzed dully about. Beeping cars and police sirens howled far in the distance. He began to turn around, ready to leave the deceased man behind and find the rest of his team, when something red caught his eye. He whirled on his heels, staring at Scorpion's broken claw that laid unmoving against the bloodstained ground. Tony sped around the collapsed armor's body, his mouth agape in shock and disbelief. He reached down and wrapped his metal fingers around the torn red material, which was being clutched between Scorpion's pinchers. He held it up in front of his face, and a cold stone formed in his stomach.

"Oh no," he whispered, his voice full dread.

It was Spider-Man's mask.

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><p><strong><em>:O oh dear. Oh snap. Oh shamalamadingdong what happened? You'll have to wait and see! Ch...11 is it? This next chapter is the chapter I've been the absolute most excited to write and I have no idea why. I feel like I'm going to enjoy it a lot more than you guys, cuz its really dark and sad and aaaa. Also, does this chapter remind anyone of Attack on Titan? Anyhoo, hope you liked it! :)<em>**

**_Oh, and I'm leaving on Sunday for 9 days. I'm going to Costa Rica with my family on a vacation :O pretty awesome. But I don't think I'm going to be able to update in that time, so I may or may not post TWO chapters Saturday night...if I'm feeling nice...Maybe if you ask nicely lol XD Love you all and thanks for enjoying this craycray story of mine. :D_**


	11. Chapter 11

_Disclaimer: I don'teth owneth anythingith_

_**Alright, alright you guys convinced me. Yes, I will be posting TWO chapters today before I leave for vacay, so read them slowly so they last you over the course of my trip XD yeah right. This chapter has always been the one I wanted to get to **_**_sooo bad, and it's finally here! I really feel like I like it more than any of you trolls will, but oh well, yay me. :P Anyhoo, just read iit! Read iiit! MJ reference :D_**

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><p><em>Chapter 11<em>

Peter swung high above the street, marveling at the wind as it whipped past his body and the bubbly feeling that fluttered in his stomach when he fell back down towards the Earth below. Then, quick as a wink, he caught himself at just the right moment with a flick of his wrist before repeating the entire thrilling cycle all over again. Whatever problems he was facing, whatever crazy issues were thrown into his already upside-down life, flying above the world in his Spider-Man costume like this always seemed to clear it from his mind, and grant him a strange inner peace.

Of course, the feeling only lasted a moment, especially when there was a giant green metal monster waiting to whoop your ass down the road.

Peter flipped onto the side of a building, clinging to the window and staring down at Times Square, where an uproar from the swarming crowd below met his ears. Peter's eyes locked onto the insectile armor scaling the gigantic television screen, and he watched as it jabbed its claw into the shimmery glass, sending a crack ripping across the wall and an enormous shard of sparkling glass careening towards the people below.

_"No!" _Peter yelled, flinging himself off the building and falling like a bullet towards the ground. Innocent people's screams rang out from the crowd as the glass shard approached, and they began scattering like ants in a fruitless attempt to avoid it. Peter continued falling, his speed increasing rapidly as he closed in on his target.

As he grew nearer, he fired one web-shooter at the building the screen was attached to and his other at the spiraling glass shard beneath him, and landed against the tower's windows. Gripping the web strands tightly in his two fists, he leaned low against the window's glass, groaning with effort. The gigantic glass shard's weight fell upon his body, causing the webs to grow taut and pull on his muscles. With a violent yank, Peter whipped the huge piece of glass upwards just before it could crush the people beneath it, sending it flying. The glass flipped as it flew skyward, until it was high above the building. With a loud crash, the shard shattered on top of the tower's roof, showering tiny bits of glass on to the people below, but otherwise leaving them unharmed. The crowd cheered from the ground, and Peter sighed with relief. Then he glanced upwards, and his joy immediately vanished. A pair of insect-like eyes were leering down into his, and they did not look happy. The green armored man turned around and began climbing towards the roof, and after a moment of hesitation, Peter crawled after him.

Once he finally rounded the crown of the building, Spider-Man landed on the rooftop in a low crouch. He lifted his gaze, and it fell upon the towering, sickly-green armor hunched over before him, who stood with its claws hanging low to the ground. The entire metal suit appeared to be coated in a thin layer of shiny purple slime, which glistened in the red sunlight and dripped onto the concrete around him. Peter swallowed the fear that had knotted in his throat and rose to his feet, placing his hands on his hips.

"What's your name again?" he asked the man in the suit, who stared back at him silently. "Scorpion, right?" Peter shook his head back and forth in disbelief. "Come on, man. Have a little originality! The position of a guy running around New York in a mask and naming himself after bugs has already been occupied by _moi."_ He stroked at his chin, pretending to be in deep contemplation. "Have you tried Boston?"

_"Spider-Man," _the man in the armor hissed between his teeth, a disturbing excitement in his voice. _"Another idiot trying to protect this unholy city from what it deserves. I'll be more than happy to kill you."_

"No thanks," Peter remarked quickly. "I prefer living. And come on, New York isn't _that_ bad. Sure, the street side hot dogs might permanently damage your colon and every other person you bump into may be after the change in your pocket, but it all kinda grows on you after a while."

_"This city is what turned me into this!" _Scorpion screeched, his serrated tail thrashing back and forth behind him threateningly. _"I want them to feel the pain I'm feeling! All of them! The hopelessness I've been saddled with, transformed into this hideous freak!" _He slammed his giant claw into the roof, leaving a crater in the gray concrete. _"They created a monster, so a monster I will be."_

Peter shook his head, holding his hands out carefully. "You can't lump an entire city's population into something that only a few people did to you. It's not right, and it won't solve anything. You'll still be in the same situation, except with innocent blood on your hands."

_"You wouldn't understand,"_ he growled at Peter with pain in his voice. _"It's easy for you to want to protect these people. This city _worships_ you."_

"It hasn't always been that way," Peter insisted softly, knowing well that much of New York still viewed Spider-Man as a menace rather than a hero. But Scorpion turned away from him, staring at the buildings that crowded the land below.

_"The only thing these people consider me is a deranged maniac. It may have been the scientists at Oscorp who changed me into..._whatever_ I am. A beast of unholy science. But it's the cruelty of this city's people than turned me into a murderer."_

"Please," Spider-Man begged, walking closer to the armored man. "You don't have to do this. We can get you help. Just take a moment to _think."_

Scorpion let out an unsettling cackle that made Peter's skin bubble with goosebumps._ "I _have _been thinking. And this is what I've decided." _He whirled around, the beady, heartless eyes of his mask glaring at him sinisterly.

_"I'm going to kill every damn person in this city. Starting with _you."

Scorpion's tail suddenly whipped forward, stabbing into the concrete roof just as Peter's spidey sense went haywire and made him flip backwards, narrowly granting him evasion from the sickeningly sharp end. He landed on the edge of the building's crown, windmilling his arms slightly before realizing he had sticky feet, then rolled back onto the rooftop, steadying himself with a hand on the ground. Peter began firing quick spurts of webbing from his wrists at the insectile armor, which he expected to pin the metal giant to the ground and clog up his suit just as it had done with Iron Man. But to his disbelief, the webbing slid from the armor's metal uselessly, refusing to stick to its shiny surface. He sprung upwards and flipped through the air as Scorpion's thick tail swung under his feet, hissing with irritation.

_What the hell? _Peter thought frustratedly, a panicky confusion welling inside of him. _Why won't my webs stick to him?_

Scorpion laughed insanely, snapping one of his powerful claws uncomfortably close to Spider-Man's face. _"Having trouble, little spider?" _he mocked him, moving much faster than Peter expected such a clunky-looking armor to be able to. _"Go ahead, shoot all the webbing you want at me! I coated myself in a layer of my venom after I saw you chasing me up the building, which has made my armor nice and slick, as well as deadly to anyone whose skin it touches!"_ He lashed out at Peter with his serrated stinger, which he dodged with a sideways somersault and a kick against the solid tail's metal framework that didn't even scratch its surface. He landed on his feet, breathing heavily.

_I just have to stall him, _Peter reminded himself, feeling sick at the thought of just how much he wanted the Avengers to show up right about now. _But I have to keep him from killing me or hurting anybody else._

_"This city isn't worth protecting, Spider-Man," _Scorpion growled in his throat. _"Its people are demons! Throwing your life away for their sake is a waste of your existence. You should join me in my massacre of justice, and in exchange I won't kill you right here and now."_

"Yeah, that sounds fun," Peter remarked sarcastically, trying to catch his breath. "Spidey and Scorpion, the unstoppable pair. Has a nice ring to it." He glared at the insectile armor through his mask. "But I have a moral obligation to uphold, passed down to me from my late father and uncle. I'm going to protect these people, even if they don't care, and even if I end up dying by the wayside because of it. Also, that ugly green doesn't go well with my bright red. Too Christmassy."

Scorpion clicked his claws together, a devilish smile on his hidden face as he spoke. _"I suppose idiocy runs in your family, then. It's no wonder a fool like you was created from their imbecilic bloodline."_

The last words spoken by the armored man standing before Peter incited a tsunami of rage to boil violently inside him. Going on the offense, Peter fired a web between Scorpion's legs and launched himself towards the armor, delivering a solid punch to his stomach that sent him soaring backwards and crashing heavily to concrete roof. He sputtered in surprise, kicking his legs in the air a bit before letting out a strangled laugh and stumbling back to his feet.

_"Haha! Did I strike a nerve, Spidey? That's good. Hunting your prey is never fun unless it has a little fight in it!"_ He charged towards Peter, swinging his gigantic tail like a wrecking ball. Peter easily jumped over it again, but Scorpion was expecting it this time and whipped his tail back around before Spider-Man had landed, and it slammed powerfully against his body, causing him to roll along the rooftop, groaning. His recent brawls with the Hulk and the Avengers were _not_ doing him any favors as all of his previous pains were reawakened from the impact. He recovered almost instantly, however, and sprinted towards the insectile armor, connecting a strong punch against Scorpion's jaw. He shrieked with surprise at the attack and began rapidly jabbing his tail at Peter's body without a second passing between each lash. Spider-Man ducked and dodged the deadly stinger with incredible ease, his enhanced reflexes allowing him to move with unnatural agility. He dropped low to the ground, the jagged tail's tip stabbing repeatedly into the concrete just inches from his face, which kicked up sparks and left splotches of purple ooze across the flat surface with each strike. With lightning speed, he rolled along the rooftop and out of the sharp tail's attack range, whipping his legs against Scorpion's ankles and knocking him off balance. As he stumbled, Peter jumped on top of him, having barely any traction on the slimy armor's surface, and slugged him in the face, cracking one of his eyepieces and causing him to cry out. His spidey sense suddenly went off in his head, and he jumped to the right, feeling the momentum of the gigantic stinger whoosh past his face as it just barely missed the back of his head. As he flew through the air, he shot a web at the bottom of Scorpion's overturned foot, which had not been exposed to the poisonous mucus coating, and wrapped the webbing around his hand before landing against the roof. With a yell, and using all of his super-spidey strength, Peter yanked the strand of webbing from behind his head and slammed it forward against the concrete, bringing the giant green armor with it. Scorpion swung high above his head, screeching, before crashing hard against the rooftop, landing facedown this time, and letting out an elongated moan. Peter breathed roughly, staring at the unmoving armor and trying to quell the anger twisting in his stomach, when he heard Scorpion cough a few times before chuckling quietly.

_"They were doing the exact thing you're doing right now, weren't they?" _he hissed with sadistic laughter in his voice, still lying against the concrete. _"Your father. Your uncle. Trying to do the right thing. Trying to help people who didn't give a single damn about their existence. That's what got them killed, isn't it?"_

A sickening coldness overcame Peter's body. As he thought back to the days of his family members' deaths, he realized that Scorpion was right. His Uncle Ben had been shot while trying to wrestle a gun away from a runaway thief. His father had died in a plane crash while trying to protect the world from his research that Oscorp was going to use to manufacture biological weapons. Both of them had put their own wellbeing aside for the sake of others who didn't even know who they were or cared at all for what they were doing for them, and both of them had lost their lives because of it. Peter's stunned silence answered Scorpion's question, and he let out a cruel laugh as he crawled to his feet.

_"So it's true! Well, isn't that just sweet. Little Spidey trying to follow in daddy's footsteps, living out his legacy like a good son should." _The insectile armor slithered about as he spoke, his voice harsh and raspy. _"Even though the only thing he left behind for you to look up to was a foolish waste of a life and a completely meaningless death. And, just like him, that's all you're ever going to add up to, Spider-Man."_

Peter stood up slowly, his fists clenched tight at his sides and his head slightly hung. His teeth were gritted in his mouth, and he felt an anger he'd never felt before starting to swallow his heart. With all he was, he wanted to let the rage take over his body again, allow it to consume his soul and drive his actions. But if he let that happen, he would become no better than the murderous armored man that sat before him, and he'd be denying everything he claimed to be, everything his family wanted of him, and everything that he as a person wanted to become. Peter's fingers suddenly relaxed, his jaw unclenched, and a strange peace settled over him. He lifted his face to stare directly at Scorpion.

"Maybe you're right. Maybe they were fools, and maybe they threw their lives away for people who didn't even care." Peter stepped forward, pointing his gloved finger at the armored man. "But at least they had hope in something worth living for and worth dying for. They knew what truly mattered in this world: helping others with whatever power they possessed. They believed in that, and they fought and died for that belief knowing that it was worth it. Because they knew that even if they fell short while pursuing that belief, there was no better way for them to live." Sweat beaded off Peter's forehead, and he balled his fists at his sides. "That's something I learned from them, and something that you wouldn't understand. You took the easy way out by giving up on hope and choosing to surrender to this world. You let others define you as a monster rather than putting your purpose in something _you _believed in. It doesn't matter what you've been turned into, what matters is what you want to become. And you don't have to be a monster."

Scorpion sat silently for a moment, glaring at the masked vigilante with his unreadable green eyes. Then he let out a scornful laugh, slamming his enormous claws against the rooftop. _"I'm truly moved. If I could provide you with a much-deserved slow clap I would, but these,"_ he held up his large insect-like claws, which glistened with purple venom, _"make it a bit difficult. I wasn't kidding when I told you that you were going to die a meaningless death like your family, Spider-Man." _Scorpion walked over to the edge of the building's roof, his armored suit whirring and clanking with his movement. The sinister grin plastered on his face seeped through his words.

_"Why don't you just get it over with now, and with my help, your death will at least provide the public with a little bit of…_entertainment."

Instantly, Scorpion lashed out at Spider-Man with his claws, which snapped dangerously close to Peter's arm. Peter reacted by trying to jump away from his attacker, but Scorpion yanked his foot backwards, which caused the webbing that was still attached to it and still coiled around Peter's hand to go taut. Unable to adjust in time, Peter tumbled forwards, dragged towards the insectile armor by his wrist. In that moment, one of Scorpion's thick metal claws latched onto Peter's arm, causing him to yell out in pain. The sharp pincers' edges dug into his skin and began to burn like fire. He struggled to free himself, his hands and feet sliding around uselessly against the armor's metal as he tried to push off of its slippery surface. Scorpion held him out over the edge of the rooftop where the crowds of people swarmed below, appearing miles away.

_"Once you're dead, I'll drop your lifeless body to your adoring fans below,"_ the green armor cackled demonically, watching Peter struggle to escape the iron grip on his arm without success. _"After they've finished screaming in terror from your entrails thoroughly painting the sidewalk, I'll kill them all without anyone to get in my way." _The serrated scorpion tail rose up from behind him, dripping with venom, and shot towards Peter's face. _"Say hi to your daddy and uncle for me, Spider-Man."_

Frantically, Peter fired a spurt of webbing at the eyeglasses on Scorpion's mask, causing him to jump back in startled surprise from the sudden impact and blindness. Nearing the wall, Spider-Man swung forward, and with a strong kick of his legs, he pushed off the side of the building. Scorpion faltered for a moment, realizing what was happening as his momentum pitched forwards, and he wobbled as he tried to catch his balance. But it was too late, and with a strangled screech of fear, the sickly-green armor toppled off the edge of the tower, and he and Spider-Man began to plummet towards the Earth below.

The wind whipped past Peter's body as he struggled to free his arm from the claw's crushing grip, but his efforts still proved useless. The ground below was approaching faster and faster, and Scorpion was holding Peter's body underneath his so that he would receive the full brunt of the forthcoming crash against the concrete. He thought about firing his free hand's web-shooter at the building to stop their rapid descent, but with the speed they were falling at, the incredible weight of Scorpion's green armor added to his, and the unrelenting hold the claw had on Peter's forearm, the jolt created by the jarring halt could end up tearing Peter's arm off, even with his body's enhanced durability. As he searched around, desperate for a way out of the undesirable death awaiting him at the Earth below, he noticed a deep dent in the green armor's stomach. It had been created from his earlier attack up on the roof, and blood was seeping between the armor's bruised plates. Without a moment to spare, Peter began punching against the weak spot over and over again, causing Scorpion to roar in pain. The armor cracked and splintered beneath the punches, leaking long streams of blood. Cocking his arm back far behind his head with his palm laid flat, he jabbed his fingers through the green metal and into the body of the man inside. Peter felt his hand slip past slimy muscles and organs, and a sickening warmness drenched his skin. Scorpion screamed with unimaginable agony, and Peter felt the grip on his arm loosen. He wrenched his hand from his stomach, yanked his arm out of the powerful claw's grasp, and scrambled onto the armor's back. Then they met the ground.

The crash caused Peter's skull to rattle, and he bounced off Scorpion's armor and rolled along the sidewalk before bumping against the wall with a groan. His head spun, and his vision was swirling and blurry. He could feel a horrible burning sensation on his arm where Scorpion's claw had torn into his skin. The venom that he had coated his armor in must have dripped into his open flesh, and it was beginning to seep into Peter's bloodstream and take its toll on his body. As he gazed up from where he laid, fighting to come to his senses, he noticed a wall of silhouetted figures inching towards them, and a splurge of intertwining voices met his ears. His eyes struggled to focus, and he realized that he and Scorpion's crash site was surrounded by an enormous crowd of New Yorkers, all staring down at them in awe and interest. Peter sat up, clutching his throbbing head, when his spidey sense exploded inside his skull. He was on his feet in an instant, running towards the people who were looking at the crushed armor curiously.

_"Get back!" _he yelled at them, and they all flinched away just as Scorpion's massive tail whipped out and swung at them. Its glistening metal barely missed their frightful faces, but Spider-Man wasn't so lucky. He jumped upwards to try to avoid it, but the tail swung high and the side of it and rammed into his chest. He flew backwards, and the back of his head slammed hard against the wall of the building. The violent impact was too much for the battered hero, and he collapsed to the ground, unconscious. Gasping and yelling, the crowds of people scrambled away from Scorpion, who rose unsteadily from the crater his body had formed in the pavement, a bloody and broken mess. Fury boiled inside of his twisted soul, and he turned to the New Yorkers, who now surrounded them in a wide circle, and growled.

_"Look at your...hero now," _he hissed, blood gurgling in his throat. _"A p-pathetic life, wasted trying to protect you disgusting, unworthy people." _He hobbled over to Peter's motionless body, choking and gasping, his contorted armor screeching as he walked. Scorpion reached down, grabbed Spider-Man's limp form in his massive claw, and held him up for everyone to see. _"He'll be the first to die in my purge of this city's population. Your little emblem of hope...m-murdered right before your eyes. His death will be a symbol of the doom that will soon fall upon all of you." _Police sirens were howling in the distance, leaving the scene where the Hulk had been neutralized and flying towards the chaos at Times Square. The crowd stared in horror at the insectile armor clutching their fallen hero, none knowing what to do. Scorpion was grinning behind his mask, blood dripping from his lips.

_"But before that," _he hissed, lifting his gigantic green claw up behind Spider-Man's head and grabbing the fabric of his mask in his insect-like pincers, _"let's have a look at New York City's favorite little hero's face."_

Peter's eyes began to slowly slip open, dragging him back into the pains of reality. Everything was spinning, intangible, but he became aware of a pressure squeezing him around his midsection. He heard someone mumbling something, followed by a few dulled screams and yells of protest. He had trouble remembering what was happening. The venom was beginning to shut his body off. Within his dizzied mind, he desired just to slip back into the calm darkness that pressed against the sides of his bleary vision. It was quiet and peaceful there, and there was no stress or pain or failure. He could sink into the black abyss, and not have to deal with all this suffering anymore. Life was hard, but death was simple, easy, and beckoning. He felt his mask being pulled off from the back of his head.

A jolt suddenly passed through his body, shocking him completely awake. _Gwen, Aunt May! _He couldn't die here! He had to stay alive for them, he had to be okay for them! He imagined their faces if they received the news of his death, his aunt burying her face in her arms and weeping as she realized that she had lost the last little piece of family she'd had left. She'd have to live in that small apartment all alone, surviving off of the little money she made herself and wondering why her husband and little boy had been taken from her so unfairly and so soon._ And Gwen._ Gwen would just sit there, crying silently. She'd have to attend another funeral of a man in her life that had died fighting for something that was bigger than him, feeling that all-too-familiar sensation of loss. She could live on without Peter. She was smart, independent, and she was beautiful. She'd make it in this world. But there would be an emptiness in her eyes. The passion and joy that Peter always marveled at, which twinkled in her irises every time they met his own, was something that attracted him to Gwen the most. It was something he felt that he alone could only truly appreciate, and maybe that was because he was the thing that caused it. He ached for that twinkle now, that smile. He wanted to live so he could see it again.

It all happened in one chaotic moment. Peter's arms shot up and grabbed the claw clutching his mask, and he twisted it backwards with a violent yank. A sickening_ pop_ followed, indicating that Scorpion's elbow had snapped in half. Then, Peter kicked against his stomach, the heel of his foot digging into the deep wound and causing a flow of fresh blood to burst from his flesh. The man in the armor shrieked in deranged agony, and his grip around Peter's body released. Spider-Man pushed off the sickly green armor, turning in the air as he fell, feeling his mask slip off his face. In a last spurt of rage, Scorpion's serrated tail whipped towards Spider-Man's flipping body.

The sound of flesh being pierced rang in Peter's ears.

Peter slammed to the ground, facing the shiny wall of the building in front of him. The stinger ripped from where it had struck Peter in the side, and his mask was pulled completely off his head. Small bits of glass and dust were scattered around him, and he laid there, shivering.

Scorpion shrieked madly as the wound on his stomach spilled buckets of blood onto the pavement. His horribly mangled claw still clutched Spider-Man's mask between its pincers. He began to scramble away, the crowd parting in fear as he ran along the ground, roaring in agony and moving with strange impulses released from his armor trying to fix his broken body. Within moments, he had disappeared into the shadows of New York's alleyways, his howls slowly fading to silence within the mysterious darkness.

Peter dragged himself up against the wall, gasping. Every movement sent a ripple of pain pulsating through his body. He hooked his fingers against its surface and slid his legs underneath himself to where he was sitting on his knees. He pressed his forehead against the building, trying to stay calm.

A shocked hush had fallen over the gigantic crowd of New Yorkers as they stared down at their hero, who was hiding his unmasked face against the tower's wall. The setting sun cast long shadows across the street, which cloaked Peter's battered form in darkness. The air was tense and still with the heaviness of the situation. Peter gripped his wounded side in his hand, feeling the venom injected into his body burning his insides. His enhanced metabolism and nervous system were fighting valiantly against the poison snaking through his bloodstream, but losing the battle. Thick, crimson liquid dripped between his fingers and into a pool on the pavement. He was going to die if he didn't get help soon.

Then, the silence was interrupted by a single voice.

"Spider-Man, are you okay?" a man asked from the crowd, genuine concern in his words. His outburst began to incite more voices to speak up.

"Are you injured?"

"You need some help."

"You're bleeding pretty bad."

"We can help you."

Peter just sat there, his breaths coming out in short, raspy gasps. He didn't move from his crumpled position on the ground, his forehead still pressed against the building. He couldn't let them see his face.

Then, an unfamiliar voice rang out.

"Let me through—I'm a doctor."

Peter heard people shuffling and murmuring, creating a path in the crowd for the man take. Footsteps padded against the ground as the man approached Spider-Man's hunched-over form, and a gentle hand was placed on his shoulder, causing him to flinch.

"It's okay, Spider-Man. I'm a doctor. I'm here to help you."

Peter didn't move as he listened to the man drop something heavy on the ground and sift through its contents.

"I have some medical gauze with me. You need stitches, but this should help slow the bleeding somewhat until the ambulances arrive." He felt the man's hand tap his gloved one, which was still cupping his stab wound. "Let me wrap this around your injury, and I'll apply some pressure to it to stem the blood flow," he insisted, but Peter didn't budge. The man leaned back, sighing.

"Spider-Man, you have saved the people of this city over and over again in our many times of need. You've always been the hero of every situation, and we're all really grateful."

Peter heard the crowd around him bustle in agreement.

"Yeah, Spidey."

"You're awesome!"

"You saved my son from that truck."

"I'd be dead if it weren't for you!"

"We love you, Spidey!"

Peter felt his throat seize up at their words, and the hand on his shoulder gave him a comforting squeeze. "See? We are all in your debt." The man crouched down beside him, his words laced with sincerity. "So let us return the favor. You need help, and we want to help you. Let us be _your_ hero for once, Spider-Man. You've earned it a hundred times over." Peter felt the doctor's hand grab the back of his own, which was soaked with blood and shaking. "Please, Spidey. Move your hand."

Peter could feel his body beginning to fail him. All these random people he'd been saving throughout his new life as Spider-Man_—_he'd never thought about how much they probably felt they owed him because of all his heroics. He didn't want them to think they had to repay him for doing what he knew was right. His job as Spider-Man was a duty he'd bestowed upon himself, and was nobody's problem but his own. But he was in a tough bind, and these people wanted to help him. As much as he hated the idea, he knew that he was going to bleed out right there in Times Square if he didn't close the wound. He had to accept the stranger's help. Peter let on an unsteady sigh.

"Okay."

With shivery movements, Spider-Man slowly released his side and placed his trembling fingers against the ground. A bloody handprint stained the concrete beneath it.

He heard the man exhale softly. "Thank you." Then he glanced over his shoulder at the mob behind him. "I need some help over here. One of you hold the gauze against his side while I wrap it."

A woman came forward and pressed a cold, folded cloth into Spider-Man's wound, causing him to wince. The doctor began wounding the gauze around his midsection, quickly and tightly, until Peter felt like he was being squeezed to death. Once he was thoroughly wrapped, the man sealed the end off with a strip of medical tape. Then he stood, hands on his hips. "Alright, that's good enough for now. But we really need to get you to a hospital."

Just then, in a jumble of whirring sirens, an army of police cars and ambulances entered Times Square, screeching to a halt behind the large crowd. People poured out of the vehicles, including four figures in scrubs who rolled a stretcher from the flashing truck's backdoors.

The doctor patted Spider-Man on the shoulder. "Do you think you can stand on your own?"

Peter shook his head back and forth. Partly because he knew he most definitely could _not,_ and because he couldn't go with him with all these people around. He had to keep his identity a secret.

The man let out a hefty sigh. "Alright, then." Bending down, he hooked an arm underneath Spider-Man's armpits and began to hoist him to his feet. Peter was surprised by the sudden movement, and as he rose up, a rush of dizziness and nausea washed over him. He tried to pull away, but he was too weak to fight against him.

"Can you walk?" he asked him as Peter's vision began to tunnel into darkness. Spider-Man shook his head again, trying to get him to understand.

"N-no, I can't. You don't...I can't…m-my…_face_…"

Then his body gave out, and his knees buckled beneath him. Startled, the doctor caught Spider-Man ungracefully before he could collapse to the ground. He let out a slight chuckle, then lifted the vigilante's limp body into his arms. He held him close to his chest, and with the hand that cradled Spider-Man's unmasked head, he moved his fingers past his temple and laid his palm across his face, protecting his identity from any curious eyes. Then he turned around, facing the crowd of worried New Yorkers.

The people parted right down the center to let the doctor and the fallen hero through. They watched in awed silence as he walked past them, his eyes trained on the ambulances ahead, holding Spider-Man's unconscious form in his arms and hiding his face from the world. In the spur of the moment, a lonely kid among the thousands of people witnessing the scene unfold began to clap. The clapping started to spread, until the entirety of Times Square was applauding the two heroes walking down the street. They arrived before the ambulances, who were ready to move Spider-Man onto a gurney.

"Wait!"

All the people in the area turned towards the voice. Jogging from behind the scattered police cars, a man in a star-spangled costume appeared, hopping over a car's hood to stand in front of the doctor with an unconscious Spider-Man in his arms. The doctor looked startled.

"Captain America?" he said with shock in his voice. Steve Rogers stood before him, panting slightly and coated in a significant layer of grime and bruising. He nodded, his hands on his hips as he caught his breath.

"Yeah, that's me," he answered with a silly smile.

"My wife and daughter are not going to believe it when I tell them who I've met today," the doctor said with a laugh, beaming up at the legendary hero. "What do you need?"

Captain America held out his arms. "Let me take him."

The doctor looked taken back by his answer, and instinctively tightened his grip on Spider-Man. "He needs to be in a hospital. He's lost a lot of blood, and I think that giant metal guy injected him with some kind of poison. He'll die if he doesn't get professional medical attention immediately."

"I know that," Steve said calmly, his hands dropping to his sides. "I'm taking him to Avengers Tower. Stark has the best resources of anyone I know, and we'll tend to his injuries."

The doctor took a step back. "I saw you on the news the other night. You and Iron Man attacked Spider-Man for no reason. What was that about?"

The crowd behind them began yelling and shouting at Steve angrily, some hurling insults and curses at him. He'd never seen people so protective of their little hero. Guilt rose into his throat as he thought back to that night.

"Stark and I had orders. We were told that we had to capture Spider-Man and deliver him to S.H.I.E.L.D., who wanted to make sure he wasn't going to use his power as a weapon against the world."

"All he's done for this city is save people's lives!" the doctor yelled, inciting more hissing and rage from the New Yorkers behind him.

"I know that now!" Steve cried back, balling his gloved fists at his sides and lowering his gaze. "What we did to him was wrong. I know now that Spider-Man is a hero. A better one than any of the Avengers have been for this city lately." He looked the doctor directly in the eye, the sincerity in his voice unmistakeable. "That's why I want him to join our team."

A simultaneous gasp travelled through the thousands of people in Times Square, followed by a shocked silence. Steve gazed fiercely across the people of New York, who stared back at him with disbelief. He thought about what he had just said for a moment, then nodded.

"Yeah. I want him to become an Avenger. And it's not only me—the others do, too. He deserves it more than any of us. He'd make the Avengers a better team, and teach us a thing or two about how to place others before ourselves." He glanced to the side, murmuring under his breath. "Especially Stark. And if another attack like the Chitauri incident ever happens again, I know for a fact that I want Spider-Man fighting by my side."

The crowd was quiet, soaking in the words the super-soldier had just spoken. They all sort of considered Spider-Man to be something separate from the high-class heroes of the Avengers, someone who dealt with the small crimes of New York that they always seemed to overlook. They didn't know how to feel about the idea of him joining them. Maybe he would change them for the better.

The doctor was still suspicious, however. "How can I be sure you're not just lying to us?"

Captain America sighed. "I promise you, I'm telling the truth. But I don't have time to convince you, and neither does Spider-Man. I have to get him to Avengers Tower before it's too late. That way, his identity won't be revealed to the public. Also, I don't know if the doctors at the hospital would be able to figure out a cure for the venom Scorpion injected him with in time, but I know that either Stark or Bruce can." He walked towards the doctor cautiously, holding out his hands. "Please."

The man looked from Captain America, to Spider-Man, and then back to Captain America. Then he sighed defeatedly, and stepped towards him.

"Take good care of this guy," the doctor told him, moving his hand off the vigilante's face and carefully rolling him into Steve's blue arms. "Saved my wife and baby girl the other day. He's been Emily's hero ever since."

Steve nodded earnestly. "I will." He looked down at the man he now held in his arms, and realized that he wasn't holding a man at all, but a boy. His face was extremely young and speckled with fading purple bruises, one that Steve himself had caused from the punch he had swung against his chin earlier. He was thin and lanky, and felt as light as a feather in Steve's strong arms. A rush of fresh guilt swallowed Cap for ever trying to capture Spider-Man in the way that he had, who was nothing more than a little guy trying to do the right thing with the small power he possessed. In a way, the boy in his arms reminded him of his younger self: a tiny kid, fighting to protect his people. He laid his hand over his sleeping face.

"You're going to be alright," Captain America assured him quietly, almost to convince himself. The kid's face was pale, and his breathing was ragged and strenuous. Steve Rogers turned around, the boy's limp body cradled in his arms as darkness began to settle over the city of New York. With a huff, he took off down the road towards the gaudy tower sparkling in the distance. He hoped his comrades were all okay, and that they would be able to save the dying hero he was bringing to them.

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><p><em><strong>Or is he? :O You'll have to wait until...like a few hours from now...haha. <strong>_**_Ok, so I haven't read over my entire story in a while, but I did recently and I realized just how much inspiration for so many parts of my story has been derived from Fullmetal Alchemist Brotherhood. If you haven't watched it yet, make sure you do, it is literally the most amazing show I have ever watched in my entire life, no joke. Make sure you add the BROTHERHOOD at the end, because theres another show out there that's just *shivers* it's soooo bad. If you have watched it, I'm sure you've probably noticed it too, especially with the beating the gunman half to death part and the snoozing on the couch with his girlfriend part and the chapter just now with the man trapped in the suit of armor, only in a more disgusting and murderous way lol. It's pretty craycray. Alright, I've been talking too long. See ya'll laters. :)_**


	12. Chapter 12

_Disclaimer: I am not owning of the anything_

_**Heeeyyy sorry I waited so late to post this but I went to watch Guardians of the Galaxy with my bud. It was SO GOOD, even though I'd never heard of any of those Marvel characters before until I watched it. I highly recommend :D Sooo this is the last update you all will be receiving before I leave for nine days, so make it last, although I know by the end of it there will be an angry mob formed outside my house waiting to sacrifice me at the stake...lol. But you asked for it, so here it is. Love me or hate me. BTW, I have no knowledge of the medical field. Everything you will read and have read is strictly google XD**_

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><p><em>Chapter 12<em>

Tony Stark was feeling panicky as he soared through the dark sky, the neon city of New York flashing and twinkling beneath him. In his metal hand he held Spider-Man's torn up mask, which he clutched onto like a lifeline. In the short time he'd spent _not_ trying to bag Spider-Man in a knapsack and fling him over his shoulder, he'd grown kind of attached to the headstrong hero. The idea that he might actually be gone because of his instruction made a horrible sickness twist in his stomach. Maybe he hadn't let on just how much the Hulk had injured him and had tried to fight Scorpion without enough strength to do so. What if the injuries the Avengers had caused him earlier had slowed him down? Or maybe Scorpion had taken him by surprise, stabbing him through the heart with that menacing stinger of his and making off with his mask as a trophy. But how had he become all half-dead by the time Tony had found him, then? Stark swallowed uneasily. Or maybe he was just overreacting.

He had to remind himself that this was Spider-Man he was talking about, not some idiot with a death wish. He was quick, smart, resourceful, and powerful. This wasn't the first giant green murdering machine who was out to mess with New York that he had fought (well, now, it wasn't the second, either). Stark needed to give the guy a bit more credit, if only to calm his unsettled nerves until he arrived at Avengers Tower.

As the geometrical structure he himself had designed came into view, a voice suddenly spoke into his ear.

_Stark? _Steve Rogers said to him inside his helmet, sounding as though he was out of breath. Tony responded instantly.

"Yes, I'm here. What's up?"

_Where are you? _he inquired breathlessly.

"I'm coming up on Avengers Tower now," Stark answered.

An uneasy seriousness entered Steve's voice. _Good. Hurry up, we need you here._

A coldness settled over Tony at his words. He had no idea what Cap was trying to imply by that statement, but he knew it was nothing good. He zipped towards the tower and hurriedly landed on the balcony, his Iron Man armor disassembling from his body in a blur of spinning rings and mechanical arms that rose up from under the floor. Within moments, he was out of his suit, and after balling Spidey's mask up in his fist, he ran through the doors.

As he burst into the tower, his eyes soaked in the room around him. Thor was standing to his left, twirling his hammer around in his hand with a worried expression on his face. Bruce Banner was sitting on the couch with his face in his hands, no longer a rampaging green monster but clearly ashamed of what the Other Guy had done to the city and his teammates. And standing in the center of the room, dressed in his star-spangled blue suit, was Steve Rogers, who had lying limply in his arms an unconscious Spider-Man, wrapped in a mess of bloody gauze with his unmasked head cradled in Steve's hand. Stark's expression clearly showed how shocked he was by the situation.

Steve looked up at him, worry lacing his words. "That Scorpion guy injected him with some kind of poison from his tail, and he's been beaten up pretty bad. He needs some kind of antidote, or he's going to die."

Stark stood silently for a moment, just staring at Peter's now visible face, then narrowed his eyebrows. He ran over to the bar island and pulled a pair of futuristic-looking glasses from one of the drawers, then bent down to the lower cabinets and dragged out a hefty first-aid kit, not even bothering to close the doors. He slipped the glasses onto his face and clicked them on, which caused an array of blue scanners and codes to flash across the lenses. He hastily dropped the medical bag in front of them.

"Thor, roll out one of the examination tables from that closet back there. The long, gray one. Once he brings that out, I'll sanitize the workspace. Then you, Steve, lay him on it and prop his head up with a pillow. I'm going to go get some towels." After barking orders, he bolted down the staircase, not looking back. Thor and Captain America glanced at each other for a moment, then got right to work.

A minute later, Tony returned with an impressive stack of linens in his arms and dropped all but one of them onto the floor. He spread the thin white sheet over the table that Thor had assembled and Steve placed a pillow at the end. With very careful movements, Steve laid Spider-Man's limp body onto the table, sliding his hands from underneath him once he was stable. Tony slipped a pair of rubber gloves on and rolled a wooden desk up at his right hand, reaching into the first-aid kit and spreading an assortment of medical instruments across its surface, all that made Steve cringe to look upon. He began to cut off the bloodied gauze wrapped around Peter's wound.

"Banner," he called across the room without looking up from his work, "I need you over here, buddy. Come help me with him."

Bruce didn't move from his pathetic position on the couch, where he pulled at his hair and gritted his teeth. But Tony wasn't taking no for an answer. He snipped all the way through the gauze and then whirled around, yelling this time.

_"Banner!_ Get your ass up and come help me with him _right now! _You can sit there and mope about something that you had no control in doing, or you can use your abilities and help me save this kid's life. So stop being a moron and _get over here."_

Bruce stayed still for a moment, rubbing his eyes with his hands. Then, coming to his senses, he stood from the couch and sped up to the table where the rest of the Avengers were staring down at Peter. He glanced at Stark. "What do you need?"

Stark slowly unraveled the the gauze from around Peter's midsection and dropped it onto the floor. He began to carefully peel the cloth from where it was stuck against the puncture wound, which was completely saturated with blood.

"I need you to start brewing me an anti-venom while I keep him alive," he told him fiercely, and looked down at Peter's punctured side as the cloth pulled away. He cursed under his breath as he stared at the deep hole in his flesh that was terribly swollen and oozing venom, blood, and pus. Dark blue veins snaked away from the wound, and the flesh was sliced in an unclean, jagged mess. He grabbed a syringe off of the desk and sucked a sample of the purple liquid that was seeping from the puncture wound up through the needle, then handed it to Bruce. "Take that downstairs to my basement and have Jarvis analyze it. I have plenty of pharmaceutical compounds and elements for you to experiment with, just work on finding some sort of combative cure _fast._ We don't have much time."

Bruce took the syringe and nodded curtly before hurriedly vanishing down the staircase. After he was gone, Tony pulled off one of Spider-Man's gloves, clipped a small plastic device onto Peter's finger, then switched it on. A heart monitor appeared in the corner of his vision on the wide lenses of his glasses.

"Jarvis, keep me posted on his vitals," Stark ordered his artificial intelligence as he continued to work diligently. He tore away the red fabric around the injury to give himself more room to work with and began to clean out the ugly wound. Tony dabbed at his side with a sterilized towel, wiping off the grime that caked the inflamed skin, then presumed to drain the hole of pus and infected blood.

"Is there anything I can do to assist you?" Thor asked him in a troubled voice, staring down at the injured hero lying on the table.

"Yeah," he huffed, wiping his perspiring forehead with the back of his hand, "grab me a needle and thread from that bag, would you?"

Thor retrieved the items for his teammate, who took them in his shaking hands and began weaving them in and out of Peter's flesh until the wound was properly sealed with stitches. Then he sat down against the ground, breathing heavily. Sweat was beading off his brow, and his heart was racing madly inside his chest. He hadn't had to deal with gore like this in awhile; not since the Chitauri incident, and it was starting to freak him out a little bit. Although he had decent knowledge and experience with many aspects of the medical field, he had never had to put them into action as much as he was doing so right now, and it wasn't like he was a certified doctor or anything. Stark clutched at his chest, trying to catch his breath.

_Sir, there is a wound on Spider-Man's arm that also needs to be attended to, _Jarvis informed him from above. Tony wiped at his face, fighting the spinning sensation going on inside his head, and unsteadily rose to his feet, supporting his weight on the table. He lifted up the injured limb, discovering the cuts on the top and bottom of his forearm, and sighed heavily. He glanced over at Thor with a tired look in his eyes.

"Give me a hand with this."

As the grueling night wore on, Stark and Thor finished patching up Peter's broken body as best they could. The only thing left was the anti-venom, and Stark hoped Banner would come up with something soon. He wanted to go help him figure it out, but he needed to watch Spider-Man in case any complications arose as he slept. Tony scooted up a chair beside Peter's unconscious form and flopped into it, taking a few moments just to breathe. He picked up a towel off the floor and wiped his bloody hands on it. Thor stood beside him.

"Who is this injured boy?" Thor inquired curiously as he watched Peter's chest rise and fall. Stark smiled exhaustedly.

"He's a young hero who protects New York with his abilities. He goes by the name Spider-Man, I guess because he has spidery powers or whatever. He can climb walls, he has incredible agility, and he's very strong. Oh, and he built these web-shooting devices so he can flip around New York like a crazy acrobat," Tony reached forward and gently flipped over Spider-Man's arm, pointing to the small mechanism attached to Peter's wrist, "so he must be pretty smart, too."

"Spider?" Thor replied with confusion. "I do not understand—"

"Yeah, yeah, sorry," Stark interrupted him with slight laugh. "Never mind. It's just this tiny, eight-legged thing. Guess you wouldn't know about those. Trust me, you're lucky your planet doesn't have them." A shiver passed down Tony's spine. Spiders sort of creeped him out, now that he thought about it.

_Sir, there is a Phil Coulson on the telephone for you,_ Jarvis stated from the ceiling. Stark groaned, massaging at his temples.

"Ugh, now what? Alright, patch him through. And nobody says 'telephone' anymore, Jarvis."

A click sounded from above, followed by Phil's familiar voice. _Stark?_

Tony released a hefty sigh. "What is it, Agent? I'm in the middle of something right now."

_So am I. The entirety of S.H.I.E.L.D. has been monitoring the events that have plagued New York today. With the Hulk and that giant green armor, there's been a lot going on. I understand Thor's there, and he's the one who got Banner under control._

At the mention of his name, Thor cracked a wide smile and yelled up at the ceiling, "Hello again, Son of Coul!"

Stark snorted. "Yeah, he's here. But before he arrived, Hulk whooped the rest of us rather royally. Natasha and Clint are in the hospital, but I think they'll be alright."

_So I heard,_ Coulson answered, as if he already knew everything that had happened, which he most likely did. _I'm also aware that after the metal monster was defeated, you brought Spider-Man into custody._

Tony glanced over at Peter's body that still laid motionless on the table. "Yes, we have him here. But we only brought him in because he's critically injured. Scorpion stabbed him with a stinger thing he had on the end of his tail and injected him with some kind of venom. Banner is working on an antidote right now while he's resting."

Coulson's voice was blunt and icy. _Good. Transfer him to the Helicarrier immediately so we can enter his information into S.H.I.E.L.D.'s database. I'll have a team waiting on board to contain him._

The sudden command surprised Stark, and he narrowed his eyes in frustration and shook his head. "He's in no condition to be moved. He needs to stay here until he's cured, and even longer after so he can recover. I'm not moving him."

Coulson's voice became demanding. _Stark, that is a direct order. If you don't bring him in, I'll send in my agents to do it right now._

"What does S.H.I.E.L.D. want with him?" Tony suddenly yelled, standing up rapidly from his chair. "Didn't they see what he did today? Spider-Man is a _hero._ He was almost killed trying to protect the city from the Hulk and Scorpion, and he's still at risk of dying _right now._ What more proof does that damn agency need that he's not a threat to anybody?"

_The Council insists that we take no chances with this man, _Phil answered nonchalantly. _His abilities are powerful and nobody knows enough about him to feel secure. Just bring him in so we can get this over with. I have an interrogation room already prepared, and he'll be telling us what we need to know in no ti—_

_"He's just a kid!"_ Tony practically screamed, balling his fists at his sides. There was a pregnant pause that hung in the air before he continued. "He couldn't be more than eighteen years old. Are you telling me you're going to drag a _child _who's done nothing but _save people's lives_ onto your damn airship, lock him into a room with some heartless interrogator for hours on end, and _torture_ him until he tells you what you want? Can you honestly say you can do that with a clear conscience?"

_I didn't say torture, _Coulson pointed out, then sighed heavily. _But we'll be ready to do whatever is necessary to get him to talk, even if he's young. This is a matter of public safety._

Stark shook his head in disbelief, scoffing at the floor. A wave of anger surged through his body as he thought about how cruel all of this was, and he stared back up at the ceiling with adamant rage in his voice. "Listen here, Agent Coulson. You send your little entourage of S.H.I.E.L.D. assholes strolling into my tower to take Spider-Man away, and I'll blast a hole through every single one of their faces. You think your team of morons can take on Iron Man, Thor, Captain America, and the Hulk all at the same time? _Ha." _Tony walked up to where Peter laid, his fists clenched and shaking. "S.H.I.E.L.D. is corrupt if they think this is right. And I'm done blatantly ignoring that fact. Spider-Man is a good guy, and I'm going to protect him in his time of need from people trying to hurt him, like_ you._ That's that."

_Stark, just take a minute—_ Coulson began, but Tony was done arguing with him.

"If you want to know about Spider-Man, you and Fury can drag your asses down here yourselves, because this is where he's staying. No army, no weapons. _Goodbye." _He then clicked the "off" button on his earpiece, and the room went silent. Stark fell back into his chair, letting a long breath slide between his lips. He was fed up with all their secrecy and lies. Thor just stood there, not quite sure how to react. The air still felt heavy with the intensity of the conversation.

Suddenly, the heart monitor in the corner of his vision began flashing, and a small alarm began to sound from his glasses. Stark enlarged the diagram. Peter's heart was beating way too fast.

_Sir! _Jarvis yelled from above. _Spider-Man's body is going into septic shock._

Tony sprang to his feet and ran to Peter's side, startled. His breathing was strenuous and irregular, and his face was a sickly pale color. Stark tore off one of his gloves and laid the back of his hand against Peter's forehead. He was hot to the touch, and had broken into a cold sweat. He cursed under his breath.

"Thor, get the intravenous kit from my bag," he ordered hysterically, grabbing the red fabric on Spider-Man's upper arm and tearing it away. He ran to his other side and did the same to that arm, dropping the material onto the floor carelessly.

"Banner, we need the antidote _now!"_ He snatched the kit away from Thor's outstretched hand and ripped it open, sifting through the instruments. He uncoiled a tube attached to an empty bag, then began to fill it with a mixture of watery solutions. After attaching a needle to the end of the tube and sterilizing the tip, he slid it into the vein under the skin of Peter's inner elbow and handed the plump bag over to a rather flustered Asgardian prince.

"Hold this up high so the liquid flows down the tube," Tony instructed him breathlessly. Thor nodded obediently, obviously not used to this whole mortal thing. Stark rolled Peter's head to the side and elevated his feet on a stack of blankets so that his blood would flow towards his heart.

Bruce finally answered in his ear, but there was uncertainty in his voice. _I've whipped up something, but I haven't run enough tests on it yet. There's no guarantee it will work; it might even make things worse._

"We don't have time!" Stark yelled, inserting an IV needle into Spider-Man's other arm to supply him with insulin and corticosteroids. "Just bring it here!"

Peter's pulse was rapid, but it was weakening along with his breathing, and his blood pressure had plummeted. His skin bubbled with goosebumps and he shivered in his sleep, despite his high fever and profuse sweating. Tony felt helpless as he stared at the injured boy lying on the table in front of him, who was slipping right before his eyes. He fought against the fear that had gripped his heart like an icy claw.

Then Bruce's footsteps came pounding up the stairs, and he flew into the room, a vial of strange liquid in his fist. "I've got it," he told him, breathing heavily as he handed the medicine to a frantic Tony Stark. In a flash, Stark jabbed a syringe into the antidote, sucked every last drop of it into the cylindrical glass barrel, and plunged the needle into Peter's arm. After injecting the medicine into his bloodstream, the three sat there holding their breath, waiting tensely to see what would happen.

When nothing seemed to be changing, Tony sat down on his knees and gently cradled Peter's head in his hand. He gripped his face in his palm, fear crippling his words.

"Come on, Spidey. Come on! _Live."_

The three stayed by the silent hero's bedside long into the bitter night.

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><p><strong><em>:D I'm evil<em>**


	13. Chapter 13

_Disclaimer: I don't know it's early I can't think of anything just yeah this stuff don't belong to me yay_

_**Guess who's finally back ;) Wow while I was gone, you people gave me so many good ideas for my story. I should leave for nine days more often :D lol Costa Rica was literally the most beautiful place I've ever been in my entire life, so jungly and animals everywhere. This was actually my 2nd time there, first time being a mission trip at a cute little orphanage last summer, and both experiences were amazing in their own way :D Anyhoo I know you people have been waiting patiently for me to post this (sort of), and honestly I'm freaking out a little because I haven't really started on the next chapter **_**_after it :O but whateves, I'll get it done. Back to every other day, until schools starts that is...ugh. This chapter is really cute to me. :3 Sorry dudes who only want action. Just read it._**

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><p><em>Chapter 13<em>

Peter Parker was dying.

He was lying against a wall, mortally injured and unable to move. The world moved sluggishly around him, and his focus was hazy. He felt tiny and vulnerable. Then, out of the fog, an enormous spider slithered into his vision. Its looming body towered over his small form curled up on the ground, and its legs were thick and hairy. Its beady eyes bored holes into his own. Beneath its massive abdomen appeared two people huddled together who were encased in webbing and shivering in terror. Peter gasped.

_Gwen! Aunt May!_

Their faces were white with fear, and they stared at Peter with a pleading look in their eyes. Peter struggled to move, wanting with all he was to jump to his feet and run to their rescue, but his body refused him. The spider stooped down, opening its gigantic chelicera widely. Two hideously pointed fangs curled around the trapped figures threateningly, their deadly tips dripping with venom that pooled around their bodies.

_No, _Peter begged helplessly from the ground, tears running down his face. _No, please! Don't hurt them!_

The spider released a demonic roar that made the fog turn crimson. Ignoring Peter's pleas, the gigantic fangs stabbed into the frail bodies of his family and lifted their motionless forms high into the air. Blood poured down their corpses, forming a gigantic red ocean beneath them. Horror and disbelief at his our powerlessness to protect his loved ones consumed Peter, and he yelled out in agony into the blood red sky.

_No!_

_"No!"_

Peter shot up in his bed, clutching his chest and crying out in fear. His heart pounded violently against his fingertips, and his breaths came out in unsteady gasps. He was trembling all over, and his body was sweating profusely. When he finally came to his senses, he moved his shivering fingers from off of his chest and held his face in his hands, fighting to quell the panic within himself. _Just a dream, _he assured himself, slowly rubbing his eyes with his palms. _Just a dream. _Peter took his hands off his face, sitting motionless for a moment to steady his rapid heartbeat and shaky breathing, then slowly laid back, the adrenaline fading quickly.

Peter had never felt so awful before in his whole life. Maybe part of it was because he hadn't felt very ill since gaining his Spider-Man abilities, seeing that his advanced immune system was now usually resistant or able to easily fight off most infections. That, however, did not appear to be the case right now. He had the worst headache imaginable. He knew he had a fever, yet his entire body was shivering with chills and beads of sweat dripped down his forehead. Peter's stomach ached horribly and he hardly had the strength to move his seemingly heavy and limp muscles. He breathed with painful, raspy intakes of air, wiping his brow slowly with the back of his hand, then forced his bleary eyes to survey the room he was in.

Wherever he was, it was very high up. The large windows in front of him opened onto a balcony, where a mess of gray buildings and winding streets as far as the eye could see blanketed the earth below. Harsh midday light shined through the glass, which was difficult for Peter to look directly into. A flock of pigeons darted by. Peter glanced sluggishly to his left, where a living room-like area was assembled with couches, a TV, and a fancy chandelier. On his right was a bar with cups and large glass bottles of spirits scattered across the center island. He looked down at the cushy bed he was lying on, which seemed kind of out of place in the particularly decorated room he was in. Peter blinked in utter confusion, the back of his head falling against the pillow and fear rising into his throbbing heart. He had no idea where the hell he was.

With effort he tried yet again to move, only managing to sit up slightly, when a horrible pain suddenly jolted through his side. He gasped in surprise and fell back onto the bed, his eyes squeezing tight in agony. After a violent coughing fit, he carefully reached down under the sheet laid over his body and poked around the skin just above his hips. The area was rough and spiky, which Peter assumed meant that it was being held together by stitches, and extremely tender to the touch. He gritted his teeth and tried to think back to the last thing he could remember happening to him. He had been fighting Scorpion. He'd been hurt. Some guy had patched him up and asked him to walk. Everything seemed fuzzy after that. He laid his hand over his eyes, feeling incredibly disoriented and sick. Was he in some kind of hospital?

A shrill ding sounded to his right, jarring him back to consciousness. He slid his fingers off his face and looked over at the wall where the noise had come from. The doors of an elevator opened, and a man stepped out with a glass of water in his hand. Peter was surprised to see that it was Bruce Banner, who was no longer the gigantic green monster he had been when he'd wanted to smash Spider-Man into a smear on the pavement. He pushed himself up as best as he could, his head and back pressed against the wall as he stared at the man confusedly. Banner took a sip from his cup, staring out the window with a look of boredom in his eyes before glancing over to where Peter was sitting up awkwardly on the bed. His glass slipped from his fingertips and crashed into a million pieces against the ground, causing Peter to jump with a start.

"He—he's awake!" Banner almost squeaked, his face a mixture of excitement and shock. "You're awake!"

Peter stared blankly at him, his glazed eyes only partially slitted and his breathing still rough and hoarse. "Wha…?" he began to ask, extremely puzzled, but before he could say anything else, Banner whirled on his heels and went flying down the stairs. He watched him vanish in a flurry of footsteps, blinking lethargically, not knowing what to think. Panic began to settle over his ill body, which only made him feel worse. He closed his eyes, trying to regulate the strangled breaths seeping between his chapped lips. Where on Earth was he? If Banner was there, that likely meant that he was somewhere under S.H.I.E.L.D.'s jurisdiction, which meant that he had probably been captured by that damn agency in his time of weakness. Peter cursed between his heavy breathing, feeling defeated. But as he opened his eyes and stared around the room again, he began to feel confused. This was most definitely _not_ S.H.I.E.L.D.'s gigantic Helicarrier airship, or any other place owned by the agency that he was aware of. It was too homey feeling. And if he _had_ been captured, why wasn't he restrained in any form or fashion? Maybe they simply hadn't transported him to the airship yet, or maybe they'd assumed that he was too weak to make a run for it, which was true no doubt, but still seemed like a risk the world's most powerful and attentive security organization would not be willing to take. He groaned quietly to himself in pained frustration, trying to find plausible explanation for what was going on.

Suddenly, it sounded as if a herd of elephants was stampeding up the stairs, and Peter went rigid. Into the room poured Bruce Banner, Tony Stark, Steve Rogers, Natasha Romanoff, Clint Barton, and…Thor? All of which had disbelief plastered on their faces. When their eyes landed on Peter's pathetic face, all of their expressions brightened, and Stark placed his hands on his hips.

"Holy crap, you're right! You're…alive!" He slapped his forehead, laughing. "I can't believe it."

"Oh, thank God," Steve breathed with relief in his voice. "How are you feeling?"

"Wow, you aren't dead," Clint stated cooly, clutching his stomach with a pained expression.

"The Man of Spiders _lives!" _Thor bellowed, raising his hammer victoriously into the air.

"His eyes are actually opened," Natasha noted with a smile on her face. "Never thought he'd live for us to see them."

"Do you need anything?" Banner asked.

Peter looked at all of them with absolute confusion on his face and overall feeling incredibly overwhelmed. He licked at his dry lips, not sure which statement to respond to or how to respond to it. Steve noted Spider-Man's pale face and glazed eyes and shot a quick look at his teammates, an amused tone to his voice.

"Hey, let's not swamp the guy. Just give him a little space." Rogers strolled up to Peter's bedside, and the rest of the Avengers followed closely behind him. He rolled up a chair and sat on it swiftly, placing his hands on his knees.

"Hey, Spider-Man," he said quietly with a sigh. "Sorry for the dramatic entrance, we've all just been really worried about you. How're you feeling?"

Peter stared into Captain America's concerned eyes hazily, unsure as to how he should answer. What were they worried about? Him being injured and ill only meant an easier prisoner to transport and contain for S.H.I.E.L.D.'s agents. Peter looked over all of the Avengers' facial expressions, which surprisingly appeared to evoke worry. Were these guys just really good actors or something? He decided to play along to see how this would unfold.

"Fine," he finally answered, even though he felt _horrible, _which made all the Avengers chuckle slightly.

"You're a terrible liar, Spidey," Stark laughed, noting the poor kid's lifeless eyes and the shivers that coursed across his colorless skin. "You look like death, and we all can tell that's how you're feeling right now."

Peter wiped his perspiring forehead with his hands, wishing he had the strength to slug him in the jaw again. "Gee, thanks," he remarked coldly, turning his head to look at the glowing windows in front of him. "Where…am I?"

"You're in my house," Tony told him, then grinned. "Well, my tower. Avengers Tower, that is. It's like our team's little meet-up, hang-out, shindig place. It's pretty dope, isn't it?" He looked pretty proud of himself. Peter gave him an unimpressed look, then stared down at his wrists, frowning.

"Where…where are my web-shooters?" he asked, trying to inject his words with anger but instead just causing his voice to crack. He slowly gripped the sheet laid over his body and lifted it up, and found that he had been stripped down to nothing but his boxers. "And…my suit?" With disdain stirring within him, he released the blanket and reached up to touch his face, already knowing what was coming before he felt his fingers caress the damp skin. "And…my mask." He sighed defeatedly, realizing that his most tirelessly kept secret had finally been revealed to his captors.

Steve patted Peter's arm. "Hey, don't look so dejected about it. We'll give you all your stuff back once you're all healed up." When Peter did not look satisfied, Tony added, "And no one else has seen except us six, alright? And we don't plan on that changing for now."

Peter tried to laugh mockingly, but it only ended up becoming a harsh bout of coughing that caused his headache to throb in his skull and the wound on his side to hurt tremendously. When the fit had subsided, he closed his eyes and swallowed painfully.

"Yeah…right," he growled breathlessly, frustrated at how pathetic he knew he must've looked. "You're just…S.H.I.E.L.D.. Gonna give me to them. Tell them everything."

Natasha shook her head. "No, we're not. And we haven't looked into any of your personal or background information. We didn't want to."

Peter narrowed his eyes, puzzled. "What do you…what are you talking about?" He was sick of all these people's stupid lies and tricks. "That's all you've been trying to do."

Clint crossed his arms firmly. "We've been _trying_ to protect the world from what we were told was a threat by S.H.I.E.L.D.'s World Security Council. But after we realizing you are definitely not a threat, but rather an asset to society, we all agreed that we aren't going to deliver you to S.H.I.E.L.D.. We think their reasoning is stupid and that their motives don't justify us forcibly delivering you to them."

Blinking his eyes, Peter tried to follow what they were saying. "So…"

"So we've been disobeying their orders," Banner finished for him. "We've been keeping you safe from them here while you've been asleep."

"You're welcome, by the way," Natasha added, smirking.

Peter stared down blankly at his sweaty palms, feeling conflicted. He thought hard for a moment, then slowly shook his head. "How can I be sure…you're not lying?"

In response, Tony gave Bruce Banner a hearty slap on the back, causing him to cough. "This guy right here saved your life. After Spangles ran your half-dead self up here, Brucy whipped up an antidote to counter that venom Scorpion injected inside of you. If it weren't for him, you'd be dead."

Peter remembered the sharp pain he'd felt in his side after defeating Scorpion where the thick stinger had stabbed inside of him. He unconsciously ran his fingers against the rough sutures again and glanced over at Banner, who was chuckling.

"Maybe. But if Stark hadn't cleaned and stitched up your wounds as well as kept you alive while your body went into shock, you would've died before I had even finished making the antidote. So you have him to thank, too."

"And I held up the bag of liquid that was dripping into your arm," Thor stated proudly. Peter ignored him, shifting his attention to Tony.

"I was that close…to dying?" he asked somewhat fearfully. "I went into shock?"

Tony nodded. "Yeah. For a pretty long while, actually." He ran his fingers through his hair, a tinge of genuine pain entering his voice. "I'll be honest, Spidey. You really scared the crap out of us. Out of _me. _I was really worried for a while that you weren't…weren't going to make it." At his words, the rest of the Avengers nodded in agreement, a similar look of anxiety entering all of their eyes. Peter's drowsy gaze shifted between all of their faces, and for just a moment, he believed what they were saying. These people were looking out for him, and they cared about him. Their eyes said it all. But he quickly pushed the idea aside, stubbornly refusing to fall victim to their trickery again.

"That still…doesn't prove…" he began, when a horrible discomfort suddenly twisted in his stomach. He could feel his insides churning sickeningly, and his heart sank when he realized what was coming. "Oh man…" he groaned, the back of his head bumping against the wall and his hand laying against his belly.

"What's wrong?" Steve asked concernedly, noticing the sudden switch in Spider-Man's demeanor.

Peter swallowed uncomfortably, his eyes closed tight. "I think...I...I'm gonna be sick."

Steve blinked in surprise. "Oh," he uttered, watching as Spider-Man's pale cheeks began to flush a sickly shade of green. He quickly rose to his feet and glanced over his shoulder. Wordlessly, Natasha snatched up a small waste bin with haste and held it out for Rogers, who immediately took it from her. As gently as he could, Steve wrapped his arm around Peter's shoulders to help him sit up more, then handed him the trash bucket. Peter accepted it defeatedly, and before he could fight it, he was doubled over and puking up whatever meager contents remained in his stomach into the bucket, which was mainly just a purplish-brown liquid that burned inside his throat. As it went on, he felt Steve sit down beside him and place a comforting hand on his back, which he would've shoved off if he weren't busy upchucking his guts. He hated this feeling of having to play the patient and have others take care of him. Helping people was his job and he despised being on the receiving end of the heroism, but he didn't really have a choice right now. The episode racked his whole body in painful convulsions, which left him in absolute agony after ever fit. When it was finally over with, Peter sat feebly on the bed, his arms coiled around the trash bin and his entire body trembling violently. His breaths came out in shivery, ragged gasps that tore through his already raw throat. Sweat dripped off his pale face and into the waste bin, and whatever pitiful energy he'd had beforehand had been sapped from his bones, leaving him utterly exhausted. Steve looked down at the miserable hero's shivering form and realized what a change this was from the Spider-Man who had defeated him in their squabble that seemed so long ago. He remembered feeling slightly scared after Spider-Man had trapped him in his webbing and threatened he and the rest of the Avengers to leave him alone. Now here sat the same boy, hunched over and shaking as the sick child he was. His hand still rested against Spider-Man's back as he picked up a water bottle and a clean towel from the floor and held them out for him to take.

"Rinse your mouth out, then take a few small sips of water," he told him, although he didn't really expect him to listen. To his surprise, however, after a moment's hesitation, Spider-Man slowly accepted the water bottle from him and tilted it back with the top between his lips. He sloshed the liquid around in his mouth for a bit before spitting it into the bucket, then shakily wiped his face with the towel. Afterwards, he sat still for a while besides the chills that were running up and down his skin, then finally spoke.

"What's…wrong with me?" he asked weakly as Steve took the bucket from him and placed it on the ground. "I normally…I don't get sick…like this." He glanced over at Bruce, who stared back at him with a look of absolute disgust. "You said…you gave me an antidote?"

Bruce shook his head to clear his mind of the nasty vomiting episode he'd just witnessed and forced a nervous smile. "Um, yeah. I did. The antidote is actually just meant to keep Scorpion's venom from killing you. The venom itself can only be cleansed out of your system by your own body, however. That's probably why all you've been doing this whole time is sleeping and sweating and," he swallowed uneasily, _"that…_more recently than the latter. Your body is just trying to flush out all the poison."

Peter lifted the blanket off his belly and stared down at the stitched-up wound on his side, which was swollen and red and disgusting to look upon. "Why isn't this healing then?" he asked frustratedly, the angry skin burning beneath his touch. "My body…it heals quickly. But this looks like it hasn't healed at all."

Tony scratched at the back of his head. "I don't know exactly how those spidey powers of yours work, but I think your body might be focusing on removing the contaminate from your system before healing it. Like, favoritism, if you will. It sees the venom as a greater threat and wants it gone before it focuses on healing your wounds. Or, it might even be that the venom is suppressing your immune system. Like kryptonite in Superman, you know?"

Peter took a tiny sip of his water and sighed heavily, sick of feeling like this and all this uncertainty. "How long…am I going to be like this?"

Stark and Bruce shared a mutual look of doubt before turning back to face him. "I'm not sure, Spidey," Stark answered eventually, rubbing the back of his neck. "What I do know is that we can do what we can to suppress the symptoms until you're better."

As Peter leaned back disappointedly, Banner reached down and pulled a cylindrical tube from a box on the floor. He also grabbed a flask with a strange liquid inside from a crate. Out of the tube he retrieved a menacing looking syringe, and when the long, sharp end caught Peter's eye, he cringed. Bruce dipped the tip into the antidote and sucked it up into the barrel, then placed the vial on the wooden desk to his left.

"This is the antidote for the venom. I'm going to inject some more of it into your bloodstream via your arm to suppress the venom's effect on your body's vitals for today. Try to stay still, alright?"

Peter took in the length of the syringe's tip and the width of its barrel and wanted to throw up again, but simply turned away, feeling his face grow hot. "Yeah…sure," he stated uneasily, trying to focus on the ticking hand of the clock in the corner of the room. After Banner nodded to himself, Peter felt a cold cloth rub against his arm, and he clenched his teeth together. A sharp pain suddenly struck the skin of his upper arm, and he shut his eyes, grimacing. The ache lingered as Banner carefully injected the medicine into his body, until finally he slipped the needle from his skin, and Peter gasped quietly, realizing that he'd been holding his breath.

"Wow. You're one tough little cookie, aren't you?" Natasha told him with a slight grin on her face, which rubbed Peter's nerves the wrong way, but he was too exhausted to come up with some witty comeback like he normally would.

"How are you feeling now?" Tony asked him carefully, which he knew was a stupid question as Peter stared up at him miserably. He chuckled slightly, shrugging his shoulders. "Sorry. Guess that's kind of obvious." Then he paused for a moment, appearing thoughtful. "On a more serious note, I'd like to apologize for how I, y'know, attacked you and all that awhile back. We should've tried to work things out more civilly versus us just going after you like a bunch of mad dogs. So yeah, sorry."

Peter blinked up at him sleepily. "You shot me…with that hand cannon thing."

Stark clicked his teeth together, trying not to laugh. "Yeah. I probably shouldn't have used my repulsors on you. They're kind of deadly and all that fun stuff. Good thing I'm a bad shot, right?"

The grin of Tony's face was so comical, Peter almost had trouble keeping himself from smiling. "I guess so."

"Sorry I sliced your face open and wanted to tranquilize you," Natasha added, rocking back and forth casually on her heels.

"Sorry for shooting you with a taser arrow and almost making you fall to your death," Clint chimed in, not really looking that sorry as he leaned against the bar island but his words appearing sincere nonetheless.

"I'm sorry for accidentally pulling out the needle from your arm that was attached to the bag,'" Thor said, lowering his gaze.

"I'm really sorry for turning into the Hulk and trying to smash you," Banner stated with an awkward grin on his lips. Steve sighed heavily.

"And I'm sorry for hitting you out of the sky with my shield, acting like a class 'A' jerk, and punching you in the face really hard."

There was a silence that hung over the room for a moment. Then, all at once, the Avengers burst out laughing at the hilarity of the situation, which was loud and unapologetic. Peter tried his best to stay stony, but as he thought about the pathetic apologies they'd just offered him and listened to the sincerity of their laughter, he eventually caved in and chuckled weakly along with them, which made his side hurt and his head spin slightly. When their giggling finally began to subside, Stark clutched his chest and wiped his eyes. "Wow. _That_ was uncalled for, haha_. _But seriously, we're all really sorry. About everything." The rest of his team nodded after their laughing had quelled, and Peter stared at the honesty in all of their eyes, still chuckling slightly. Finally, he rubbed at his exhausted face with his hands, moaning irritably.

"Alright…I forgive you or whatever. Just…shut up about it."

Steve cracked a smile. "Really? Well, thanks for giving us a second chance, Spider-Man. We'll try not to screw up as royally as we have been recently. The Avengers haven't exactly been the best role models for New York City lately, so we're glad you've been around to help the people we haven't been able to."

"Yeah," Banner added, "the citizens here _adore_ you."

"No kidding," Steve snorted. "They practically started a riot when I tried to take you from them after Scorpion almost killed you. They'd seen the news, and thought I might try to attack you again or something."

Peter shrugged his shoulders weakly. "What can I say? I've got a...solid fan base."

"Did you know they have Spider-Man underwear now?" Tony asked with a laugh.

Peter groaned. "Yes."

"That's the indicator of true heroic stardom, my friend. I've been having to shoo all your fans away from my tower for days now, including ones in spidey tidy-whiteys. They're persistent, I'll give them that."

Peter laughed lightly, imagining what that must've been like. Then his laughter caught in his throat. "Wait, what?" he said suddenly, his eyes going wide. _"Days? _What…what do you mean _days?"_

The Avengers all appeared surprised by his question, and they shared a moment of mutual confusion. Finally, Steve spoke. "How long do you think you've been here, Spider-Man?"

Peter rubbed at his temples with fingers nervously. "I thought…didn't the Scorpion thing happen yesterday?"

Captain America shook his head slowly. "No. That was a long while back. More than a week ago, in fact. Today's Wednesday. You've been here for nine days."

_"What?!" _Peter yelled in disbelief and while sitting up quickly, which caused the Avengers to jump. He shook his head, feeling panicky. "How could I…? How is that…?"

"You've been in some kind of coma this whole time," Banner explained to him. "We've all been worried that you might not wake up—until now, anyway. I think your body may have entered a sort of hibernation mode in order to keep you alive."

Peter slapped his forehead with his palm. "Oh man. Oh gosh. They're…they're gonna be _freaking out._ They have no idea that I'm…" He looked over at Stark frantically. "I need…I h-have…to…call…" he began, but it seemed that his fatigue was beginning to get the best of him, and the pounding in his skull had started to increase. He clasped his head in his hand, moaning.

"Alright, easy Spidey," Tony said to him. Peter felt a pair of hands lay against his shoulders and gently push him backwards so that he was lying flat on his pillow, which he was far too weak to protest against. "Don't get all worked up. Just try to rest a while and gather your strength back. I'll put an IV into your arm again that'll pump you full of nutrients and fluids that'll help you feel better."

Peter wanted to tell him that he'd just about had enough with needles for one day, but simply couldn't. His hands dropped limply onto the sheets, and he tried to do what he was told by closing his heavy eyes. But sleep refused to accept him. He could feel the violent chills running up and down his body, shaking the sweat from his skin and causing it to drip from his forehead. The hammering inside his head had suddenly reached a fever pitch. His heart was beating wildly against his chest.

Something was very wrong.

"Stark…" Peter croaked desperately, trying warn him of what was happening. He reached up and grabbed his arm, when it felt as if a muscle spasm was rippling through his body and his grip tightened. Spider-Man's fingers coiled around Tony's forearm, feeling as if they were about to snap his bone in half, and Tony wrenched away from him, yelping.

"What the hell, Spidey?" Stark scoffed, rubbing at his aching wrist. "I can't force you to rest if you don't want to—no need to break my arm over it." He flexed his fingers for a second, then noticed how Peter had gone rigid on the bed, and his face was white as a ghost. He immediately sobered up. "Spidey? What's wrong?"

Peter couldn't answer. It felt like his blood was boiling under his skin and moving through his veins with unnatural speed. His mind seemed to be slipping, and it felt as though a monstrous persona within himself had suddenly risen up and was fighting to take hold of his being. He tried to battle against it, but his weak spirit was failing miserably. Peter's body sat up jerkily and he doubled over, wrapping his arms around himself to try to contain the beast inside as he cried out in agony. All the Avengers flinched back fearfully besides Tony Stark, who stepped forwards again with caution. He placed a hand on Peter's shivering shoulder and kneeled down.

"Spider-Man, what's going on?" he asked calmly. In response, Peter's head shot up to stare at him, and Stark nearly jumped out of his skin. Spider-Man's eyes had turned a harsh red color as if he was being possessed by a demon, and he was behaving as such. Tony stepped backwards, unsure of what to do.

"Jarvis, what's happening to him?" Tony asked his artificial intelligence with fear in voice.

A scanner flashed over Peter's trembling form before he answered.

_The venom still inside Spider-Man's body appears to have triggered an unidentifiable radioactive chemical within his blood that has been lying dormant inside of him up until now._

Peter's breathing was jagged and strenuous, and he yelled out again in horrible pain. Natasha gripped at the gun strapped to her hip. "What does that mean?" she cried frustratedly.

_Spider-Man's genetic code is being altered, _he answered briskly. _His DNA is rapidly mutating as we speak due to the radiation from the foreign substance._

His body felt like it was on fire, the way it was burning and jerking as he struggled to keep the monster at bay. Stark watched the suffering boy on the bed tremble violently, and shook his head, feeling powerless.

"What do we do to stop it?" he yelled with disdain.

_You can't stop it, _Jarvis informed him. _The chemical is evenly distributed throughout all of the blood circulating through Spider-Man's body. You can either allow it to work itself through his system until his body either overcomes the episode or dies because of it, or, _the artificial intelligence paused for a moment, as if understanding the weight of the situation, _you can euthanize him in order to end his suffering._

Stark cursed loudly. "Like hell. I'm not going to put him down like a dog, Jarvis." He marched up to Peter and grabbed him firmly by the shoulders, glaring fiercely into his blood-red eyes, which were glistening with terror. "Listen to me, Spidey. I don't know what's happening to you, but you have to fight it. You're going to die if you can't overcome this thing." He shoved him against the bed and held his trembling body down. "Do you understand? You're going to _die, _Spider-Man! You have to get through this. You've recovered from worse. Just _fight _until it's over with!"

That's all Peter had been trying to do: fight the monster that was threatening to engulf his mind. But as he laid there, gasping for air, he realized that he'd never win the battle against the beast in the state he was in. He was too weak to overcome its rage, but had too much willpower to let it overcome him and turn him into mindless monster. He had to compromise. His only option was one that he did not like at all, but didn't really have the time to mull over. He had to accept the beast into himself.

Peter forced his warring heart and aching mind to calm down, and focused deep inside himself where the savage spider side of him lied. He relaxed his muscles, and allowed the monster to roam free within his mind, which was a terrifying feeling. Slowly, the battle began to cease, and the beast quietly settled over his being, like a new side of himself that Peter felt could be reactivated at any time. Stark watched as the redness in Spider-Man's eyes began to fade, and his violent shivering slowed back to the soft chills that rolled along his skin. The tense atmosphere of the room began to dissipate, and everyone sighed with relief.

"Damn, Spidey. Are you okay?" Tony asked him, releasing Peter's shoulders. Peter felt his mind enter back into reality for just a moment to take in all of the people standing over him with concern in their eyes. Then, before he could utter a word, his head dropped back against his pillow, and he was out cold. His mind and body were completely and totally exhausted.

_He's only fainted, sir, _Jarvis assured a startled Stark, who finally allowed himself to relax. _It seems the mutations to his genetic code have ceased, and his body has accepted the changes._

The Avengers all took a steadying breath. Fading sunlight glowed through the windows, illuminating the dark room. Steve grabbed his chest in his hand.

"Geez. Kid just about gave me a heart attack."

"Well," Natasha stated uneasily, rubbing her hands together, "that's enough excitement for one day. I think I need a drink."

"Make that two," Banner added shakily.

"Three," Clint jumped in, raising his hand weakly into the air.

"Another," Thor agreed.

Stark sighed. "Whiskey all around I suppose."

They all slept better that night than they had in a long time.

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><p><strong><em>Poor Pete needs a vacay. :,( FYI, I don't know if it will be in the next chapter or the one after, but there's something that a whole lot of you asked me to do in the reviews, and it sounded so cute that I was like "Oh, fine sure I'll put it in there." So yeah, whenever that happens, yo welcome ;) Now I gotta got frantically write the next chapter...ugh. Review please? :)<em>**


	14. Chapter 14

_Disclaimer: Everything in this story belongs to me. NOT_

_**Hola again. Chapter 14. Yay.**_

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><p><em>Chapter 14<em>

When Peter finally awoke again, he was in the same bed and the same room. It was midmorning. He had an IV needle in his arm. And he felt a _million_ times better than he had the day before.

In fact, he felt a little _too_ much better. As Peter sat up from his pillow, he felt as if he was moving far too fast for the world around him. His fever, headache, and nausea were completely gone. He felt incredibly jittery, like he had just drank a quadruple shot expresso and eaten twelve bags of chocolate covered coffee beans, despite the fact that his stomach was moaning with hunger. All of this seemed strangely familiar, and he quickly realized why. He felt the same way he had when he'd woken up on the subway way back when, the night the spider bite had taken effect and granted his body with arachnid-themed powers. Only now, the sensation felt much stronger.

Peter felt a terrible need to stand up and move his limbs, maybe run around a little bit, but the needle in his arm restrained him from doing so. He huffed irritably, watching the liquid drip down the tube for a while, then stared around the room again. He was surprised to see that all of the Avengers were strewn across the ground and on the furniture, sleeping in jumbled, messy heaps. Thor was snoring loudly on the carpet. Tony Stark was collapsed on the tile floor with a glass container of whiskey on his chest, which was rising and falling with his breathing. Clint was settled comfortably on the couch with Natasha curled up in his lap, her curly red hair hiding her face. Steve was sitting quietly in a chair, appearing much more professional and dignified in his slumber than the rest of his teammates. And Bruce Banner was lying facedown on the ground, a glass of stale alcohol held limply in his hand. Peter could barely contain the laughter that welled inside of him at the sight, and he bit his lip, wondering what he should do now. Then a professional-sounding voice from the ceiling suddenly spoke, startling him.

_Good morning, Mr. Spider-Man, _the voice said cheerfully, and Peter stared upwards in confusion.

"Uh, good morning," he answered warily.

_My analysis of your anatomical functionality indicates that you are feeling much better than yesterday._

Peter sighed with relief. So he _hadn't_ fallen asleep for a whole week again. He remembered the horribly painful episode he'd gone through yesterday and could still feel the savage spider side of himself residing within his being, like a slumbering beast waiting to be awakened. But the feeling wasn't exactly unpleasant; rather, it simply felt as if he had a sort of trump card up his sleeve, a great and unknown power that he could possibly activate and utilize to his advantage. He had no idea why it had suddenly shown up inside of him and made him go all red-eyed and scary, but he was glad he had somehow managed to tame it for now. The idea sort of unsettled him, but he tried not to think about it too much. He took note of how all of his pains and aches were gone, and smiled slightly.

"Yeah, I am actually. I feel better. A _lot_ better."

_I'm glad that is so, _he told him. _I'm sure Mr. Stark will feel the same way once he awakens._

Peter narrowed his eyes amusedly. "Who are you, exactly?"

The voice took on a proud, robotic-like tone. _I am Jarvis, Mr. Stark's artificial intelligence. Just A Rather Very Intelligent System. I was created by Tony Stark as his assistant, and I've developed into a sort of companion who aids Mr. Stark in his daily activities, experiments, battle strategies, dietary choices, and so on._

Peter nodded, impressed. "Cool."

_Would you like me to awaken the Avengers for you?_

"Uh," Peter faltered, shrugging his shoulders, "sure, I guess. I mean, I don't really—"

Before he could finish, a sound like an air horn exploded from above, cutting off Peter's speech and causing him to jump. Immediately, the limp bodies dotted across the room sprang up, yelling in surprise. The large glass container slid off of Tony's chest and clattered to the ground noisily, and Clint accidentally dumped Natasha onto the floor. Thor looked as if he was about to knock someone's head off with his hammer, Bruce sat up lazily, and Steve was up on his feet in an instant, having to remind himself he was no longer in army camp and fighting the urge to throw up a salute.

_The new sound system you installed is working beautifully, sir,_ Jarvis informed Tony jubilantly. Stark groaned with irritation, rubbing at his sleepy eyes and regretting the amount of alcohol he'd induced last night as a headache settled over his skull.

"Glad to hear it," he muttered, pinching the bridge of his wrinkled nose. "Maybe you could've tested it on some _other_ sound. You know, like, ocean waves crashing quietly against the shore, or Morgan Freeman singing a damn lullaby."

_I shall take note of your request, sir. I apologize for waking you all, but Spider-Man requested it after coming around himself._

Peter rubbed the back of his neck awkwardly as all of their eyes landed on him, and he refused to meet any of their gazes. They all immediately perked up.

"Hey, looky here who's still kicking!" Tony said with a grin, almost slipping on the alcohol spilled across the floor. He stopped a considerable distance away from his bed, looking surprised. "Wow. You look _much _better. Like, geez, did you take some magic drug while we were sleeping or something?"

"No," he answered simply. Natasha and Clint walked up behind Stark, both looking slightly embarrassed. Steve came over on his left, and Bruce gathered himself from the floor on his right. Thor hung back, twirling his hammer around his finger.

"Well, do you feel any better?" Agent Romanoff asked him, messing with her hair distractedly.

Peter crossed his legs under the sheets, trying to contain how restless he was. "Yeah, I'm much better. I feel like I've completely recovered from whatever sickness I was feeling."

Bruce yawned widely, rubbing his forehead. "I woke up early this morning and noticed how much your condition had turned. When I checked your injuries, they were all totally healed."

Surprised, Peter looked down at his side again, and saw that the once red and enflamed stab wound had been reduced to a light scar that wrapped around the area just above his hip. He touched the skin gingerly, and found that no pain followed.

"I removed the stitches on your side and arm while you were asleep, seeing that you didn't need them anymore. I have no idea how you went from not healing at all for nine days to all your wounds healing in one night, though. You're one weird kid, Spider-Man."

Peter didn't really blame him, since he didn't understand it either.

"However it happened, I'm glad you're okay. You scared the crap out of us when your eyes went all red and whatnot." Steve glanced over at Tony. "I'm still confused as to what exactly was happening to him."

Tony looked thoughtful for a moment. "I know _what_ happened with the whole radiation screwing up your genetics or whatever. What I don't understand is how you…y'know, _survived it." _He shook his head, scratching at his hair. "Oh well. What does it matter? Let's just be glad you aren't dead."

Peter grinned slightly. "Yeah, I guess so."

"Anyway, do you need anything?" Steve asked him.

He shook his head in reply, but was interrupted by his stomach growling loudly, causing everyone to chuckle. Peter looked down at his hands balled in his lap, feeling a little embarrassed.

"I guess I'm kinda hungry," he admitted skittishly. He ran his fingers through his oily hair, then wrinkled his nose, "and I _really _need a shower."

Tony laughed boisterously. "No kidding. I'll order some pizza." Bruce walked over and removed the IV needle from his arm, which felt liberating. Peter rolled his shoulders and stretched, grateful for the mobility it provided.

"There's a shower with soap and stuff back there," he told him, pointing. "I'm pretty sure there are some clothes in the closet, although I doubt anything I have will fit your skinny ass."

Peter chuckled. "I'll manage."

"Can you walk on your own?" Banner asked.

Peter nodded. "Yeah, I think so." He was itching to get on his feet, but didn't really want to stand in front of all of them in just his boxers. They got the message, and filed down the staircase politely. It felt good to not have twelve eyes constantly trained on him for a change. Once they all had vanished, he hopped to his feet, still feeling like he was moving much faster than normal, and slipped into the bathroom.

Peter felt like he was showering in the Queen's royal castle. The walls were made of polished marble, and it was _huge. _The soap smelled so expensive and fancy, and the water pressure put his own crappy shower head's to shame. When he had washed himself squeaky clean, he was almost afraid to touch the fluffy white towels stacked neatly on the shelves as if he were in a museum or something, but eventually came to his senses and took one.

Stark had been right about the clothes—all of the pants he tried on kept slipping down to he knees whenever he started to move. He eventually gave up and found a belt to hold the pair of cargo shorts up and settled with a baggy T-shirt on top. Once he was dressed, he turned the doorknob to leave the room, only to feel it pop off the door. Surprised, he looked down into his hand, and found it sitting in his palm.

_This again? _he thought in shock. He hadn't accidentally broken anything due to his enhanced strength in a long time. Why was he suddenly feeling like he didn't have control over it? What was going on?

He rolled the doorknob around in his hand thoughtfully. Maybe since he hadn't used his powers in a while his body was just having trouble readjusting. That kind of made sense, but he doubted that it would be_ this _bad if that were the case. He gently curled his fingers around the steel ball, and it collapsed in his hand like tin foil. He dropped the crumpled heap of metal to the floor in surprise, then sat there startled for a moment, mulling over what he'd just done.

_Have I…gotten stronger? _he suddenly wondered. That would explain why he felt like he was moving so quickly and was going around crushing things with his bare hands. _Did that venom trigger some kind of enhancement in my abilities?_ He really wanted to find a way to test his theory by running around the room as fast as he could or seeing just how much weight he could lift on the bench press in the corner or something, but he didn't want to end up breaking anything else. He decided he'd figure it out later in a place where there weren't so many things around for him to destroy. For now, he'd just have to be careful. He scooped the crumpled doorknob off the floor and gingerly pushed the door open with his index finger before exiting the room.

Peter took a moment to marvel at how wonderful it felt to be clean and not dying in bed, staring out the window at the city below. Numerous cars crowded the busy roads, and tiny people walked on the sidewalks. He'd missed watching the hustle and bustle of the world beneath him, and longed for the sensation of swinging high above the streets again. In that moment, he realized that he could just leave right now. He could slip out of one of the windows without any of the Avengers knowing and try to find his way home. He could escape. The idea injected a boost of adrenaline into his veins, and he reached his hand forward, his fingers touching the glass that separated him from the outside world. As he thought more about it, however, he began to question whether or not it was a good idea. They had all of his stuff: his suit, his web-shooters, his mask, so he couldn't web-zip his way home. He had no money for a taxi, or anything for that matter. He'd have to walk around aimlessly until he figured out where he should go, back to his house or Gwen's house, whichever was closer. The thought of it sounded exhausting, and there was still another reason keeping him inside the tower. As much as he hated to admit it, the Avengers had saved his life, and he felt like he owed them for it. And despite his stubbornness to believe it, he knew they truly felt sorry for trying to capture him and had been worried about his wellbeing while he'd been sick on Scorpion juice. Slipping out like he would seemed kind of low after all they'd done, and he knew the morals instilled in him by his Uncle Ben would keep nagging him unless he paid up where he knew it was due. Peter sighed heavily, letting his hand fall to his side, when the tantalizing smell of greasy cheese and doughy goodness met his nose, and he felt his mouth start to water and his empty stomach moan pleadingly. Eventually, his hunger got the best of him, and he shoved his hands into the baggy pockets of his pants and strolled down the stairs.

Peter walked to the next floor down to find the Avengers all munching on pizza and grabbing more slices from the opened boxes scattered across the table that they were all gathered around in an unorganized manner. Stark took notice of Spider-Man coming down the staircase and grinned.

"Hey there," he greeted him, snorting when he noticed how ridiculous his clothes looked on the kid. "Here, grab a slice." Tony slid a box of pizzas across the table. He overshot it, however, and it flew off the edge. Peter's reflexes kicked in, and he snatched the box out of the air before it fell to the ground, catching a few stray slices that had flown out with his spare hand.

"Thanks," he said cooly, taking a big bite out of the pieces he'd caught and tossing the box back onto the table. He sat down beside Clint Barton, who whistled amusedly.

"Impressive," he stated, watching Peter finish off the three slices in a matter of moments and reach for more. "Are you always this cool when you're not half-dead?"

Peter shrugged, grabbing another four pieces of pizza as his starved stomach begged for more. "If that's what you'd call it, then yeah." Looking thoughtful for a moment, he reached into his pocket and pulled out the crumpled ball of metal, dropping it in the center of the table. "I kinda broke that."

Tony picked up the lustrous heap curiously. "Is this...a doorknob?"

"Yeah. Sorry."

Stark laughed under his breath. "Geez. You've got quite a grip." He slipped the doorknob into his pocket. "I'll fix it later."

"So you're like a spidery ninja," Steve concluded suddenly, taking another piece for himself. Peter glanced over at him before nodding uncertainly, and he smirked. "Kinda like Romanoff, if you think about it."

"Give me a little credit," Natasha chimed in. "My name's a lot more creative than just slapping "spider" and "man" together. Black Widow: it has a nice ring to it."

"Did you come up with that yourself?" Tony asked Peter, who was chewing laboriously. He swallowed, narrowing his eyebrows.

"Yeah. I just sort of said it on the fly, and the name stuck. So I kept it."

"When did that happen?" Bruce inquired, and Peter hunched his shoulders defensively.

"Damn, are you people always like this?" he scoffed, taking another huge bite. "Always asking a bajillion questions. Just let me eat my freaking pizza in peace."

The Avengers laughed loudly at that, which only irritated him more. "Sorry, we're just really curious about you," Tony explained. "You've been here for ten days now and we still know nothing about you."

Peter nearly choked on the last bite he'd taken. "Ten days," he repeated, his half-eaten slice of pizza falling from his hands as he remembered just how long he'd been there. Panic suddenly seized him. "Oh, _crap._ I have to—I gotta—" He whipped around to face Stark, who blinked in surprise. "I need to borrow a phone."

Tony wiped his greasy hands on a napkin. "Oh. Alright. I gotcha." He stared up at the ceiling. "Hey, Jarvis. You there?"

The air was silent. Tony waited a few more moments, then wrinkled his brow in confusion. "Jarvis? Hello?" Again, his A.I. didn't respond. Stark scratched at his hair, puzzled, when the artificial intelligence finally spoke, and its voice sounded slightly alarmed.

_Sir, someone is hacking into my security syste— _it began, but was then interrupted by a strange static noise before cutting off completely. Tony crossed his arms.

"Wait, what? Jarvis?"

The ceiling was silent.

He stroked at his facial hair, appearing confused. "Did he say _hacking?_ Geez, I need to update Jarvis' vocabulary, too."

Peter sat puzzled for a moment. "Should we be concerned?"

Stark pursed his lips. "I doubt it. Sometimes Jarvis' speech just get's all jacked up." He turned towards Peter confidently. "Besides, no one's capable of breaching this tower's security system."

Suddenly, the elevator in the corner of the room pinged cheerfully, and Tony along with the rest of the Avengers went rigid. Their heads slowly turned towards the doors.

"Oh. Maybe not, then. Crap."

Instantly, they all scrambled to their feet, assuming threatening-looking positions, and Peter became startled. He ungracefully stood up alongside them, feeling out of place, and began to grow nervous as their eyes bored into the steel doors fiercely. The atmosphere was tense with anticipation as the elevator finally slid open.

Two figures stood inside. Peter had to take a moment to process what he was seeing. On the left was a caucasian man with a charismatic charm in his eyes and a slight smirk on his face, and on the right was…a _pirate?_ That was the first thing that came to Peter's mind, anyway. The man was dressed in a long, black leather trench coat with matching gloves and pants, and his skin was rich and dark. He had a completely bald head and a thin goatee cut cleanly around his lips. A terrifyingly commanding aura exuded from his presence, and his forehead was wrinkled as if something was always irritating him. Peter immediately pegged them both as S.H.I.E.L.D. agents, which raised a red flag inside of him. The "piratey" part of the man on the right, however, that made Peter feel the most uneasy was the black eyepatch covering his left eye, which had a strap that went all the way around his shiny head. He and the other man stepped into the room confidently, surveying the scene before them. To his surprise, having only the one eye made the man's sweeping gaze seem all the more intimidating. When his single pupil landed on Peter Parker standing stiffly behind the poised Avengers, he swallowed nervously.

"Sorry to barge in like this," the man on the left remarked with a grin, "again." He twirled a small device around his finger casually, then tossed it to Tony, who caught it, startled. "Your security needs an upgrade, Stark."

_I seem to have been thwarted, sir, _the tiny voice of Jarvis said from the mechanism in Stark's hand. _All of my data appears to have been absorbed into this device. I apologize for any inconvenience this might cause you._

Tony looked shocked. "Hey! What'd you do to him?" He stared down at the small mechanism in his palm. "I'm sorry, buddy. I'll install you back into the grid ASAP and build you a brand new fancy security system." He flashed a threatening look at Agent Coulson. "One with more explosives and booby traps."

_I'd appreciate that, sir, _the little Jarvis spoke gratefully. Stark slipped him into his pocket, then looked back over at the two men, his body still tense. None of the Avengers appeared to have relaxed, in fact, so neither did Peter.

"What do you want?" Steve asked them, his fists clenched at his sides. The two men didn't answer. The pirate man's single eye was still trained intently on Peter's face, and he felt himself begin to sweat beneath his gaze. Then, the man began slowly walking towards him, his hands behind his back. The Avengers looked puzzled as he pushed past them silently, not exactly sure whether or not they should stop him. His steps were confident and unfaltering until he stood right in front of Peter, where he stopped abruptly, his eye cold. The man only had about an inch on Peter in height, but Peter felt as if he was cowering beneath a giant. He swallowed, trying not to let how intimidated he was show on his face. He had to remember who he was and what he was capable of. If this guy tried anything, he knew he could take him on. The man stared at him a moment longer as if he was drinking in every detail of his face, then finally broke the silence.

"So, this is Spider-Man?" the pirate asked, his voice deep and demanding. Peter's teeth were clenched tightly behind his lips, and he was uncertain of what to do. He vaguely wondered how the man had lost his eye, as he could see the scars of the injury peeking from behind his eyepatch. "The famous masked vigilante, the hero of NYC himself." He raised his eyebrows. "Is that you?"

Peter had no idea how he should respond. Was this a trap? If he told him, would an army of S.H.I.E.L.D. agents come pouring up the stairs to arrest him and drag him off to the Helicarrier? He licked at his dry lips, but was quickly struck with sickening frustrated. He was tired of running from these people, and tired of all the mind games they'd been playing with him. He wanted to confront them as to why they were seeking after him so tirelessly, and he needed to know what their true motives for capturing Spider-Man were. He was ready to face them. His fists balled at his sides, and he nodded slowly.

"I'm Nick Fury, the Director of the Strategic Homeland Intervention, Enforcement, and Logistics Division." He looked thoughtful for a moment. "Well, more like I _was._ I've had my eye on you for quite a while now, and so has the rest of S.H.I.E.L.D." Nick Fury crossed his arms adamantly. "Your existence has stirred up a lot of trouble recently. Probably more than you realize."

"Why are you here, Fury?" Natasha suddenly asked him sternly. "We don't want to have to fight you, too." He turned to face her.

"I've come here to inform you all of some disturbing news," he answered. "Something that will probably come as a bit of shock to everyone." He uncrossed his arms, appearing slightly apprehensive, then hurriedly walked over to the windows and closed the shutters and curtains. Then he pulled a small device from his pocket and clipped it against the wall. The mechanism scanned the entire room with a strange blue grid, then a silvery film pulsated outwards from it with a low hum. The light traveled across the walls, ceiling, and floor until connecting together on the opposing wall of the other side of the room, and then vanished entirely. Peter watched the device work its magic quietly, wondering what the purpose of it was for, when Nick Fury finally spoke, his voice reverberating off the walls.

"S.H.I.E.L.D. has been compromised."

A heavy silence swallowed the room at his words. The Avengers' rigid muscles relaxed slightly, and shock seeped into their expressions.

"What do you mean 'compromised'?" Clint finally asked, his bow held stiffly against his side.

Nick scanned over all their faces, then folded his hands behind his back. "It has all been happening right under my nose. The critical extent of the situation did not fully come to my attention until yesterday." His brow wrinkled intensely. "You are all familiar with the multimillion dollar corporation founded by Norman Osborn, correct? Oscorp Industries."

Peter blinked in surprise at the mention of the company's name. Oscorp was where he'd been bitten by the spider that gave him his powers, and Oscorp was where his girlfriend Gwen Stacy worked. What did they have to do with any of this?

"I've heard of them," Stark answered carefully, crossing his arms. "What about it?"

Fury's eye remained fierce. "The incident that happened with the Hulk a couple weeks ago. The man in the armor that attacked him and caused him to turn." His gaze shifted over to Banner. "MacDonald Gargan, aka Scorpion, as I've recently been informed. He was an employee who had been working at Oscorp with Norman Osborn on experimentations with new biological weapons technology. Things that no organization is supposed to be messing with." Nick Fury stared down at his feet in thought. "Before I'd been made aware of this, however, I didn't think much of hearing about a man in armor rampaging around the city. I just assumed some maniac had built himself a weapon to wreak havoc on New York with. You know, the usual."

The Avengers and Peter listened intently, wondering where all of this was going.

"But while I was running my usual security scan over S.H.I.E.L.D.'s data bases about a week ago, I happened to discover a hidden file under the military and weapons experimentation section. It was labeled 'Project Chimera'."

"Chimera?" Clint repeated. "As in, the greek mythology creature?"

Bruce shook his head. "I think he's referring to the biological definition," he clarified, looking a bit uneasy, "as in, an organism composed of two or more genetically distinct cell species."

Fury nodded. "When I was finally able to breach the file's high security and gained access to its contents, I discovered some highly disturbing secrets S.H.I.E.L.D. has been keeping from me and the majority of my staff." He blinked his single dark eye slowly. "S.H.I.E.L.D. has been funding Oscorp's illegal biological experimentation research behind my back. They've been experimenting on people and animals in attempt to create human-animal hybrids. Their goal is to engineer biologically advanced soldiers and form a military for S.H.I.E.L.D. that will have the capability of protecting the world from any threat that it may face in the future."

Peter's breath caught in his throat. _Cross-species genetics, _he thought, panic swelling within him. _Didn't they learn their lesson about how dangerous that is after the whole Curt Connors/Lizard ordeal?_

"What are you talking about?" Stark hissed. "Are you telling me S.H.I.E.L.D. is trying to create some sort of biologically-advanced army?" Tony shook his head in disbelief. "They know that nothing like that has ever worked in the past. What makes them think that they can accomplish the creation of functional animal-human hybrids now?"

In response, Nick Fury motioned his head towards Peter. "Him."

Surprised, all the Avengers turned to look back at Peter, who froze up under their confused gazes. An awkward silence hung over the room. He lifted his eyes up to Nick Fury, who was staring back at him coldly.

"What are you talking about?" Peter finally asked quietly, feeling incredibly conflicted as he clenched his fists together at his sides.

Fury began to slowly walk towards Peter again. "Scorpion was a failed attempt to create their first chimera soldier. Well, he was the first that didn't turn into a mindless feral monster, anyway. I originally believed that he was simply a man whose body had been grafted into a suit of armor, according to the autopsy my staff conducted on his corpse. But after I read through the secret S.H.I.E.L.D. file, I discovered that his DNA had in fact been mixed with that of a scorpion's through genetic mutation. He had been placed inside the armor in an attempt to control his corrupted mind and keep his deteriorating body alive. But obviously it didn't work, and he escaped from Oscorp and attacked the city." He stopped in front of Peter. "The reason that they got the idea to start this research and experimentation was because of _you, _Spider-Man."

Peter shook his head. "I don't understand. I didn't have anything to do with—"

"S.H.I.E.L.D. got ahold of some of your DNA," Fury interrupted him. "Some time after your fight with Curt Connors, they collected a sample of your blood from the scene where the battle took place. On top of the Oscorp tower."

Peter took a step back, fear rising into his throat. "What?"

"Under the secret file, there was an entire branch dedicated to all the data they've apparently been collecting about you since you've become New York's favorite little masked vigilante. It wasn't much, but there was a recently added section to the documents concerning your genetic makeup from the tests they'd been running on your blood. What they discovered from it was what inspired them to begin Project Chimera, and is the real reason why they were so adamant on the Avengers capturing you and bringing you into S.H.I.E.L.D.'s headquarters." Fury's eyebrows knitted together fiercely. "Your DNA—it's a perfect fusion of a spider's and a human's. The spider part of you has granted your body with new abilities, such as enhanced strength, agility, endurance, a healing factor, and the ability to climb on walls and such, while the human part of you still remains dominant over your being. Your mind hasn't been overcome by the animal DNA inside you, so you're still entirely _you,_ except that you now have these powers." He leaned forward slightly. "This is what they're after. They want to create more people like you, Spider-Man, and make an army of them to use to their advantage. That's why they've wanted to take you prisoner—they want to conduct experiments on you to figure out how you were created, and how they can replicate it."

Peter sat with his mouth slightly agape, dumbfounded by what he'd just been told. He shook his head in disbelief, and stared down at his hands. "I don't…understand. How could they…?"

"Hold on a minute," Stark interrupted, holding out his hand. "So everything we were told about why we were ordered to capture Spider-Man was a _lie? _It wasn't because they wanted to make sure he wasn't a threat to public safety, but rather because they want to _experiment_ on him like a rat in a lab?"

Fury glanced over at Tony slowly. "I don't believe the mission you were given was based entirely on lies. It seems as though S.H.I.E.L.D. is truly concerned about what Spider-Man is capable of, and want to make sure that he isn't going to cause the world any trouble. Even I was beginning to have second thoughts about him after I watched your fight a while back and saw the way he defeated you all. He's powerful." Nick Fury turned back to face Peter. "But that power is the whole reason why they began this project. They've seen your power and the ways you are able to use it to protect people, even if they have their doubts about you, and S.H.I.E.L.D. wants it for themselves so that they can do the same, but on a global level." He creased his brow in frustration. "Even if their overall intentions are good, the way they are going about it: experimenting on people and creating monstrosities like Scorpion. The benefits don't outweigh the risks, and it's all just sick and wrong. When I confronted the World Security Council about what I had discovered, they told me that they were simply trying to help the world become a more secure place for mankind. I tried to convince them that all of this was wrong and that they needed to stop this project before things got any worse, but they were all too blinded by that unobtainable vision to understand just how unjustifiable the brutal things those scientists at Oscorp are doing to these people really are." A chill went up Nick Fury's spine as he remembered the horrors he'd witnessed on the experimental documentation section of the file. He swallowed laboriously, then stared down at the floor.

Steve stepped forward. "What did you do, then?"

Fury unfolded his hands from behind his back and shoved them into his pockets. "I knew that if I kept arguing against their plans as I was that my position as the Director of S.H.I.E.L.D. would be revoked and that someone else would take my place, someone who wholeheartedly supported their project and the experiments that were going on because of it. I didn't want that to happen, so I pretended to have been converted by their petty argument and agreed that Project Chimera should be continued. I figured that by staying close to them I could gather more insight concerning their plans, which has been true so far up until recently. I've realized that the people supporting Project Chimera have almost completely infiltrated the senior staff of S.H.I.E.L.D. and Oscorp, excluding myself and a choice few of my comrades. Now, however, they've begun to seriously question my loyalty to the project since you guys have been keeping Spider-Man from S.H.I.E.L.D. all this time, and they told me that if I don't deliver Spider-Man to the Helicarrier for questioning and experimentation in the next few days that I shall be relieved of my duties as Director of S.H.I.E.L.D. and considered a traitor to the agency and their strive for world peace. They'll send a team of master assassins to capture Spider-Man in whatever manner is necessary, and they won't stop for anything until they do so. They'll also suspend the Avengers Initiative and relinquish all your assets and connection to S.H.I.E.L.D., and will most likely fabricate some sort of excuse that you are all a threat to the world and try to arrest you in the name of national security."

The extent of how groundbreaking the news they'd all just received weighed heavily on the Avengers' minds, and Peter was no exception. S.H.I.E.L.D. and Oscorp wanted to _experiment_ on him? The thought of it made Peter shiver nervously, and he rubbed at the goosebumps that had flared along his arms. A sudden realization then became apparent to him, and he glanced up at the one-eyed man.

"It won't work," he told him firmly. "None of it. What happened to me can't be replicated, no matter how many damn experiments they conduct."

Nick Fury raised his eyebrows. "And why is that?"

Peter stiffened, and his gaze dropped to the floor. How could he explain this to him without spilling the truth on all his secrets? The more he thought about, the more he realized that it'd couldn't be done. He could either tell him nothing, or tell him everything. He balled his hands at his sides, feeling frustrated.

"This is important, Spider-Man," Fury told him, a desperation to his voice. "If you have any information about this their plans, we need to hear it. Innocent people's lives are at stake here."

Tony nodded agreeably, turning towards Peter with his hands on his hips. "You don't have to hide anything from us, Spidey. You can trust us."

Peter licked his lips and rubbed his palms together nervously, hating the idea that more people might be dying from Oscorp's experiments because of his undisclosed secrets. Finally, he sighed in defeat, and lifted his gaze to face the stony glare of the one-eyed man.

"Fine," he grumbled, his hands falling to his sides. He looked thoughtful for a moment, wondering how to begin. "My father worked as a scientist at Oscorp. He worked with Norman Osborn on creating a new species of spider whose venom could be used to cure diseases, like the one that Mr. Osborn had." Peter narrowed his eyes. "But…Osborn wanted to use my father's research just like S.H.I.E.L.D. and Oscorp do right now—to create biological weapons." He paused for a moment, feeling a bit uneasy with the many eyes trained intently on him. "But he didn't want his work to be used for something like that, so he told Osborn that couldn't use his research for anything anymore. Mr. Osborn refused to accept this, however, and decided to take matters into his own hands. He falsified information against my father so that his research would be confiscated from him and kept by the scientists at Oscorp to continue working with. But my father wouldn't allow that, so he broke into Oscorp and destroyed as much of his research as he could to protect the world from what they were going to use it for."

Agent Coulson nodded slowly, rubbing at his chin. "How exactly does this all tie in to the problem we're facing right now?"

"I'm getting to that," Peter answered. "My father wasn't able to get rid of all it, however, so Oscorp still had some of the spiders he had created in their possession." He rubbed at the back of his neck uncomfortably. "And...they still had them, when I went there."

"You went to Oscorp?" Fury asked him. "What were you there for?"

Peter smiled somewhat awkwardly. "Well…I kind of snuck in. After I discovered that my father had worked with Curt Connors at Oscorp and that they had studied inter-species cross-genetics together, I was just kind of curious. So I snuck in with a bunch of interns. While there, I happened to bump into a guy who had something related with my father's research, so I just sort of followed him, and ended up in this weird room." He chuckled slightly, realizing how ridiculous his origin story probably sounded to all of them. "It was full of all these spiders, the ones created by my father. And…well…one of them bit me." He clapped his hands together, laughing uncomfortably. "And, what do yah know, I fell asleep on the subway ride home and woke up with spidey powers."

Stark chuckled quietly, but Fury's expression remained cold. "That's all well and good, but how does that make it impossible for your powers to be replicated into an army of biologically enhanced soldiers? Couldn't S.H.I.E.L.D. and Oscorp just get these spiders to bite more people?"

"The spiders themselves are actually a hybrid of human and arachnid DNA," Peter explained. "A cross-species. Their venom would be harmful or maybe even fatal to anyone else except me."

"Really?" Nick Fury asked harshly. "What's so special about you?"

Peter stared back into his single dark eye. "The human DNA in the spiders was my father's. For some reason, since he and I share the same blood, the spider bite did…_whatever_ it did to me, and now I'm like this." He looked down at his bare feet, shifting back and forth. "For anyone else, the venom would be incompatible with their blood, and just cause them to get sick and die or whatever." He glanced back up at Nick Fury. "I didn't figure any of this out until a long while after, when I discovered an old base owned by my father in an abandoned train station, where he explained all of this in a video he'd left behind before he—he died." Peter faltered for a moment, then sighed heavily, feeling as if a burden had suddenly been lifted from his shoulders. When he noticed the room was silent, he glanced around at the people surrounding him, feeling uncomfortable beneath their stares.

"What?" he finally asked, rubbing his palms against his baggy shorts.

"What happened to your old man?" Steve asked him quietly. Peter could tell by their faces that all of them were incredibly curious, and glanced up at the ceiling above his head before answering hesitantly.

"He and my mother were running from Oscorp with the research he'd stolen back from them. All I know is that the plane they were on ended up crashing, and they both died." Peter refused to meet any of their gazes, hiding whatever emotions the memory stirred up within him behind a cold mask. Over the years of living with the knowledge that both of his parents were gone, he'd gotten pretty good at it. A tense silence hung over the atmosphere of the people in the sound-canceling bubble.

"So…you're an orphan?" Natasha concluded carefully, rubbing her gloved hands together. Peter rolled his eyes exasperatedly with an irritated scoff.

"That isn't the point here, alright? What I'm trying to say is that no one can replicate what happened to me. My father's research is gone, and no amount of crazy experimentation they conduct is going to make…_this," _he gestured over dramatically to himself, "happen again."

"That isn't going to stop them from trying," Fury pointed out, "or make them stop trying to capture and experiment on you."

Peter's jaw clenched tight frustratedly, and he glared at the ground. "Well, that's all I know. I have nothing else to offer you."

Nick Fury crossed his arms, his voice demanding. "You underestimate your significance in all this, Spider-Man." His words confused Peter, and he glanced back up at him, puzzled. The one-eyed man held Peter's gaze a moment longer, then turned to address the rest of people before him.

"The world's most powerful security agency has become corrupted. We can no longer entrust the world's safety to their hands. From what I know, this 'Project Chimera' business has only been going on for about a month now, and already its supporters have infiltrated the highest levels of S.H.I.E.L.D. and Oscorp's hierarchy, and are unrestrictedly conducting thousands of inhumane experiments behind the government's back on people every day." Nick Fury shivered slightly. "I have no idea where they're getting all these volunteers for their damn cause from, but their numbers are startlingly high, and increasing as we speak."

Steve Rogers' face had gone pale, and he shook his head in disbelief. "It's like the damn Nazis all over again. How could anyone think something like this could be _helpful_ to the world?"

Nick Fury lowered his gaze helplessly. "I don't know, Rogers. But what I do know is that they are hurting people, and if the things they create turn out anything like Scorpion or the Lizard, even more people's lives are in danger. S.H.I.E.L.D. and Oscorp need to be stopped." He lifted his eye to stare at his team of Earth's Mightiest Heroes. "The world needs the Avengers to stop a great evil from corrupting it yet again, despite the fact that that great evil has conjured from within ourselves. I want you all to agree, here and now, to sever all of your connections to the agency of S.H.I.E.L.D. alongside me, and swear to protect the Earth from this unexpected threat that has now arisen before us."

The Avengers all shared a look of shock, their eyes wide as they switched between one another. It all quickly dissipated into an exchange of mutual agreement, however. A moment later, they turned back to Fury, each nodding assertively.

Nick Fury nodded back at them, his hands folded behind his back. "Good. Glad we're all on the same page now." Then he switched his attention back to Peter, his jaw tight. "Except for you, that is, Spider-Man."

Peter blinked in surprise. "Me? What are you—?"

"The Avengers are an elite team of unique people granted with varying strengths and abilities who are willing to put their lives on the line to protect this world from any threat that may come its way," he interrupted him, his stony gaze unwavering. "They were originally formed under S.H.I.E.L.D. for that purpose, and now I'm reforming them under my own authority to continue that duty." Nicky Fury placed his hands on his hips, and Peter was shocked to see the slightest of smiles pull up at the corners of his lips. Peter didn't even know the man _could _smile. "At this moment, I need my team to be as strong as ever in order to face the threat laid before us. And I believe that the addition of you to their conformity would make it as such."

Peter clicked his teeth together, his brow narrowed. "Come again?"

Nick Fury snorted amusedly, then reached out and laid his large hand on Peter's shoulder.

"I'm asking you to join the Avengers Initiative and team up with all of us to help stop these people's plan. You'd make an invaluable asset to this team, and I feel that your cooperation with us is a necessity if we want to execute this mission successfully."

Peter couldn't keep how shocked he was from showing on his face. "I…uh…wow. Are you serious?"

"I've felt that you've belonged on the Avengers ever since I watched you nearly get yourself killed while protecting the city from that crazy Lizard monster," Nick Fury explained to him with a chuckle. "It's that reckless but admirable selflessness you have that makes you special, and makes you a hero worthy of this team."

"We've all sort of felt that way, Spidey," Stark chimed in cheerfully. "When I asked you about it on the rooftop a while back, I was being serious."

"I told the entirety of New York that I wanted you to join the Avengers after I watched you protect them from Scorpion while you were passed out," Steve added. "You're a good kid, Spider-Man, and an amazing hero, and we all agree that we want you on our team."

The rest of the Avengers nodded in unison, all smiling at Peter softly. Peter looked over each one of their faces, and realized just how important this decision was. Back on the rooftop those many nights ago, he'd quickly dismissed the idea of ever becoming an Avenger, only mulling over the minor details without fully understanding the big picture of it all. He would no longer be simply dedicated to scouring the alleyways of New York City, foiling the petty crimes that lurked in the shadows of the night and then swinging back home to his messy room and warm bed. Little Peter would be involved in stopping full-on, Earth-defying, global-scale threats that endangered the safety of the entire world, just as the one they were all faced with at this moment. The incredibly new and heavy responsibly that this would place on his shoulders sounded terrifying, and he almost wanted to tell them that this was all too big for him. He was just a kid in spandex, after all.

But something inside him—something deep and invigorating that stirred within in his heart—would not allow him to do so. The reason he'd become Spider-Man in the first place was because his uncle had inspired him to want to do something that was greater than his quiet life as Peter Parker, something bigger than himself. That was what it meant to be a hero. And right here, amongst all these misfit people that had been scrounged together when the world had needed their help, something just felt _right. _To Peter's shock, for the first time in all of this hysteria, he truly wanted to join the Avengers. Peter Parker, aka Spider-Man, an _Avenger. _The idea boggled his mind, and yet it injected him with a newfound sense of purpose. It was the right thing to do. It was the next step he needed to take in becoming a better Spider-Man than he was right now. A better Peter Parker than he was right now. A better _human_ than he was right now. He was ready to do it.

But he still had two very important people he needed to ask about it first.

Peter stared back at Nick Fury's patiently waiting form, a kindling fire in his eyes.

"I think that—"

That's when the elevator behind them dinged merrily, interrupting Peter's words and causing him to falter. Startled, everybody in the room turned around to face the silvery doors, all becoming tense. Peter's muscles coiled defensively within his body, ready to face any number of S.H.I.E.L.D. agents that might come bursting in to try to capture him. The air was tense with anticipation until the ominous elevator doors finally slid open.

Peter's eyes took in the soft pink cheeks, the sleepy red eyes, the warm gray scarf, the knee-high wool socks, the dark brown boots, and the curly blonde hair of the beautiful girl that stood feebly in the doorway of the elevator, a look of fear and uncertainty in her breathtakingly green irises, and his jaw dropped open in utter disbelief. His arms fell loosely at his sides, and he felt his muscles go limp as noodles.

"Gw…_Gwen!?"_

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><p><strong><em>He he sorry, I got to this part and was just like, "naw I'm done wit dis chapter, peace out." The thing will happen in the next one. :) It turned out a lot cuter than I thought it would. This chapter though, just ugh. Sorry. The next one is better I promise :)<em>**


	15. Chapter 15

_Disclaimer: I don't own zip. Nothing. Nada. Nunca._

**_Y_**_**aaay chapter 15, the one with the thing! I'm glad you guys suggested it to me, because it turned out to be really fun to write. This chapter isn't nearly as long as the 8,000 word chapter 14, which made it easier for me to write and reread haha, so I like it better. Okay, now I gotta get all sappy for a moment. I just want to reiterate how amazing all you peeps are for liking my story so much! I started it just as a pastime for the boring summer days, and now I feel like I have a job pleasing you people! (in a good way haha) Seriously, thanks for all the unexpected support. You all make me so giddy XD. Alright, ew, enough of that. Read it and weep. With joy. Love you guys.**_

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><p><em>Chapter 15<em>

The Avengers all stared in shock at the young girl standing in the elevator.

"'Gwen'?" Clint Barton repeated, puzzled.

Gwen Stacy stood before them silently, her eyes scanning over the iconic faces of the people in the room, a look of shivery terror abounding her expression. But as soon as her gaze landed on Peter's face, her shoulders went lax, and her knitted eyebrows unfurled. Immediately, her eyes welled with tears that began to drip down her flawless face. _"Peter…"_ she whispered with unimaginable relief in her voice. She cupped her mouth with her hands, laughing and crying and shaking her head all at the same time. Then, without warning, she sprinted towards him.

"'Peter'?" Tony said, frowning.

_"Gwen?" _Peter sputtered again in disbelief, still not recovered from the shock that she was actually here just before his girlfriend flung herself on top of him, crushing his body in a warm hug that made him gasp. He just sat there for a moment, listening to her cry hysterically and feeling her arms wrapped protectively around him. Then, coming to his senses, he gently hugged her back while she sobbed into his shoulder. He stroked at her long blonde hair, trying to soothe her shivering body.

"Gwen…Gwen, it's okay. Please calm down. Everything's okay."

After a lengthy while of just squeezing one another in a long embrace, Gwen's eyes shut tight and her tears wetting the fabric of Peter's borrowed shirt, her weeping began to quiet slightly. Finally, she released him from her powerful grip, and leaned back, sniffling. Then Gwen reached into her pocket and pulled out her cell phone, flipping through her contacts. Peter watched her thumbs tap against the screen madly, and sighed. He was about to pour out everything that happened, why he'd been gone for so long, and why he hadn't been able to tell her anything, but before he could say a word, Gwen finished her text message, placed her phone back into her pocket, raised her hand back, and slapped him right across the mouth. Peter's words caught in his throat, and he blinked in surprise, startled, but not nearly as much as the Avengers and the two former S.H.I.E.L.D. agents who were watching the whole scene unfold in stunned silence.

"What is _wrong _with you!?" she finally yelled at him, causing him to flinch back fearfully. "First the restaurant with the gunman and the hostages and not telling me if you were okay until the next morning, and then you get attacked by a bunch of green monsters and just vanish off the face of the Earth for almost _two weeks?"_

Peter swallowed nervously. "Gwen, I—"

"You haven't called me _once!_ Not _once,_ Peter! Do you have any idea how _worried _your aunt and I have been? We haven't slept a single night since you've been gone!"

Peter shook his head helplessly. "Gwen, please, just listen—"

"Shut up! Just s_hut up! _I _hate_ you, Peter Parker! I hate you so much!" His girlfriend buried her face in her hands, bawling miserably. Peter's heart felt like it was being torn to pieces as he watched the girl he loved cry so bitterly, and his hands hovered around her shoulders as he searched desperately for some way to comfort her. Her voice became thick with a deep, heavy pain that made guilt throb in Peter's chest. "I thought…I thought you were _dead,_ Peter! I really thought you had died. That's all that's been on the news, that's what everyone's been saying. But you've just…you're just…"

Her speech was interrupted by another fit of miserable weeping, hiccups puncturing her sobs and her shoulders shaking violently. Her beautiful blonde hair fell around her face as she cried, and her nose had turned cherry red. Peter reached forward, not knowing what to do or what to say that wouldn't make her mad again. He sighed helplessly.

"Gwen, I'm so—"

Before he could finish, Gwen suddenly released her face from her hands. She wiped at her eyes, and in one quick movement, she raised up on her tip-toes, leaned forward, and began kissing Peter passionately on the lips. He was surprised by the sudden display of affection after all the hitting and the yelling, but before he realized it, Peter Parker had fallen victim to Gwen Stacy's infatuating spell. His eyes slipped shut, and he kissed her back, wrapping his arms around her and pulling her closer, realizing just how much he'd missed having her with him and the familiar feeling of her lips against his own. Gwen's hands raised up to cradle his head and stroke his hair, and the two kissed each other like it'd been a lifetime since they'd been together.

_"Ahem," _someone finally coughed after a long stretch of time had passed, clearing their throat loudly. The noise jarred Peter out of the trance he was in, and he and Gwen finally separated. The two glanced over to where the sound had come from, Peter's hands still curled gently around his girlfriend's waist.

From across the room, all of the Avengers and the two secret agents were staring at the couple before them, each with a smirk playing mischievously across their lips. Realizing what they'd just witnessed, Peter's face flushed a deep shade of red, and he averted his eyes from their amused gazes.

Tony Stark coughed awkwardly. "Well then, _Peter Parker._ That was quite…bizarre." He stroked at his thin facial hair, grinning. "Who's this?"

Peter ran his fingers through his hair repeatedly, failing to hide his flaming embarrassment. "Uh…well, um. This is—this is Gwen. She's my—my—"

"His girlfriend," she finished for him confidently, wiping the tears from her eyes and smiling up at him brilliantly. He looked down at her beaming face and couldn't help but smile back, feeling himself being bewitched by her beauty all over again.

"Uh huh," Tony stated, still smirking. "I'd hoped so, the way you two were practically eating each other's faces off. For future reference, I have an extra bedroom in the back in case you ever have the urge to do that again."

Peter's felt his cheeks burn violently and he shook his head back and forth, but Natasha gave Stark a well-earned shove to the side.

"Would you leave them alone?" she told him as he laughed uncontrollably into his hand. She cupped her cheek with a dreamy look in her eye. "Young love is so precious. And you have no right to judge, playboy."

"Hey, I'm not like that anymore," Stark insisted cooly. "Pepper and I are in a steady relationship now. No more one night stands for me." Then he glanced back up at the two teens huddled close across the room. "So, Peter Parker, huh? That's fun to say. And why didn't you tell us sooner that you had a girlfriend?"

Peter stared at the ground, still blushing tremendously. "You didn't ask."

Gwen cradled Peter's face in her warm fingers, her alluring green eyes only inches from his own. "I've really missed you, Pete," she told him quietly, causing butterflies to flutter about in his tummy. Peter laughed nervously, his voice squeaky with embarrassment.

"Yeah! I mean…yeah. I've really missed you, too."

Gwen smiled up at a hysterically flustered Peter Parker and planted a gentle kiss on his nose, which did not help him in his efforts to clear the red from his cheeks _at all. _She giggled, adoring the fact that she could always incite such bashful behavior from the person the public considered to be the unshakable hero of New York City. If only they could see this side of the famous masked vigilante.

"Excuse me, sweetheart," Tony Stark interrupted their googly-eyed exchange once more, "but how did you manage to get into my tower?"

Gwen narrowed her eyes at him. "The front door was unlocked."

_A thousand apologies, sir, _the small, muffled voice of Jarvis said regretfully from his pocket, and Tony chuckled.

"Why didn't you come here sooner?"

"I _did _come," Gwen hissed at him frustratedly, a furious tone entering her voice. "After I heard that Peter had been injured and taken by the Avengers to their tower, I tried to come here to see if he was okay just like so many others did. But your damn British butler voice man kept warding us off and scrambling all my infiltration codes whenever I tried to break in, and Captain America told us that he'd sic the Hulk on us if we didn't leave."

Bruce shot Steve an unamused glare, and he rubbed the back of his neck sheepishly.

"Heh. Sorry about that, Miss. You were all just very loud and intimidating, and I was afraid you might start a riot if I didn't do something about it."

"Why have you all been keeping him here this whole time in the first place?" Gwen yelled at him. "Everybody's been worried sick about Spider-Man's wellbeing; why didn't you just tell us that he was okay or let people see him?"

Stark opened his mouth to respond, when a familiar voice suddenly drifted from the floor below. Footsteps clicked and padded against the marble staircase, and he glanced over to see a familiar red-headed woman come walking up the steps. She stopped before entering the room, her eyes wide, only her head and shoulders visible.

"Pepper?" Tony said in surprise. He coughed nervously as she stared around at the miniature army that had invaded her living room. "Uh, hey babe. You're back from you business trip awfully early. Didn't you say three weeks?"

She wrinkled her eyebrows together, frowning in confusion. "My meeting in Tokyo was cancelled…" she began, "so I flew home early." She scanned over the many familiar faces of the people in the room, who were scattered about unkemptly, when her eyes landed on the pair of misplaced teenagers cuddling each other among the crowd, and she squinted.

"Who are these two?" she asked, turning towards Tony with a suspicious look on her face. "Please don't tell me they're yours."

Stark just about gagged. "Oh gosh, Pepper, _no. _Geez, I haven't been _that _careless." He shivered uncomfortably, then gestured to them with an outstretched hand. "This is…uh, Peter. And his girlfriend, Gweth."

_"Gwen,"_ she snapped at him, hugging Peter's arm tightly.

Pepper Potts looked shocked upon hearing the two names. Then she glanced behind her shoulder, smiling widely.

"Wow. You weren't lying after all, ma'am. They _are_ here."

Tony pursed his lips together in confusion. Pepper walked the rest of the way up the staircase and slightly to the left, and following close behind her was a frail, middle-aged woman with an exhausted but hopeful look in her eyes whose arms were wrapped feebly around herself. When Peter's gaze fell upon the old woman's soft face, he felt his heart melt.

"Aunt May," he breathed, watching her make her way up the stairs. At the mention of her name, she glanced up, and the most loving smile imaginable spread across her withered face.

"Peter," she said in disbelief, as if the word itself granted her new life. She dropped her purse to the floor and ran up to him, wrapping his body in a fierce hug. "Oh, Peter. My boy."

Peter hugged his little aunt back, swallowing down the childish emotion that had risen into his throat at the sight of his guardian. "Hi, Aunt May."

"Oh, Peter," she said once more, relief flooding her heart. "I've been so worried about you."

Peter took a shaky breath, nodding sadly. "I know. I know. I…I'm really sorry."

Gwen came over and joined their hugging circle, squeezing the two of them tightly. Their tiny, broken family was finally together again, and Peter had never felt so whole before in his entire life.

"I'm so glad you're okay," May Parker told him gently, her face pressed against his shoulder and her arms curled around him warmly. Peter bit his lip, fighting off the tears he felt beginning to gather in the corners of his eyes, and shook his head, a pained smile spreading across his face.

"Yeah…I…me too."

After littering his forehead with a plethora of kisses, Aunt May and Gwen finally released Peter. May slipped a handkerchief from her pocket and dabbed at her tearful eyes, smiling sadly.

"You've been gone for so long, Peter. I—I thought…I didn't know what to do. I didn't know if I should call the police, or…or if I should tell them the truth about you. Thank God that your school's been cancelled because of the damages caused by that monster's attack. I don't know how I would've explained everything to them. I've just been so scared that you…you were…" She shook her head dismissively and let out a weak laugh. "We didn't even get to celebrate your birthday together, Pete."

Peter blinked in surprise. "My birthday?"

"It was on Monday," Gwen informed him quietly, a melancholy look in her eyes. "You're seventeen now. We even baked you a cake and everything, hoping you'd show up."

Peter glanced over at Gwen's sorrowful face, feeling like a large chunk of his life had been stolen from him. "I'm…really sorry."

"You're just now turning_ seventeen_ years old?" Clint suddenly asked him with a snort. "Damn. I knew you were young, but this is a little ridiculous."

At the disturbance in their conversation, Gwen and Aunt May turned around to face the large group of people who'd been sitting by silently watching them up until this point. Peter looked up as well, realizing that he'd almost forgotten that they were all there.

"You people," Aunt May said quietly. Immediately Peter raised his eyebrows, surprised to hear such a fierce anger enter his aunt's usually sweet and gentle voice. "You're the Avengers, right?"

The Avengers all looked slightly intimidated by the tiny old woman glaring at them with a threatening look in her eyes. None of them said a word, so Nick Fury finally stepped forwards confidently.

"Yes ma'am. This is my team, Earth's Mightiest Heroes." Fury motioned to the man on his left. "And this is my coworker and friend, Agent Phil Coulson." He held out hand for Aunt May to shake, offering her a small smile. "My name is Nick Fury. I'm the leader of this group, and I—"

Before he could finish, Peter watched in shock as his aunt unapologetically backhanded the one-eyed man right across the face, causing everyone in the room to jump with a start. Peter let out a gasp, never having witnessed such violent behavior from his sweet Aunt May, and fearing what would come next.

Nick Fury just sat there for a moment, his single eye closed tight and his eyebrows raised in surprise, letting out a slight grunt of shock and pain a moment after her hand had connected with his cheek. His unshaken palm still dangled outwards in the open space.

"Don't you dare go all _'Earth's Mightiest Heroes'_ and _'agents'_ on me!" Aunt May hissed at him ferociously, sounding as if she were scolding a child. Despite the fact that Peter knew the situation was serious and his aunt's actions might end up getting all three of them killed or something, he found himself biting back a terrible bubble of laughter that had suddenly rushed up his throat as he observed the scene before him. He clasped his hand over his mouth, failing to contain a few giggles that slipped between his fingers. "Peter told me everything about how you guys were trying to hurt him and capture him and deliver him to some stupid group! Sword or whatever!"

"S.H.I.E.L.D.," Steve corrected her quietly. Aunt May shot a glare in his direction that shut him up real quick.

"I don't care what it's called! All I know is that the night he came home after meeting you people he was covered head to toe with more bumps and bruises and scratches than I could count!" She leered up at Nick Fury, who was rubbing his sore cheek gingerly. "And now this? Why have you people kept him trapped here for so long?"

"No, we haven't been—" Tony tried to say, but was quickly cut off as Gwen Stacy took a threatening step forward.

"Have you been keeping him prisoner and _torturing _him to get him to tell you all his secrets?" she practically spat, balling her fists at her sides.

"No, ma'am," Steve answered her firmly. "Spider…I mean Peter has been here for so long because he was mortally injured by Scorpion a while back, and he's been in a coma since then up until yesterday."

Aunt May and Gwen stepped back slightly, their eyes wide. "What?"

"Spidey was injected with some sort of venom," Tony explained. "It almost killed him, but we managed to conjure an antidote in time to keep him alive. He's been unconscious this whole time, until he finally woke up yesterday afternoon."

The two women shared a look of alarm. They glanced back at Peter, who simply gave them a small nod. Then May's eyes became steely, and she whipped around to face Stark again.

"That doesn't explain why you haven't let anyone come in and see him, or told anybody that he was okay. You've driven us all mad with worry."

"We had our reasons," Natasha jumped in, her hands on her hips. "First of all, he was terribly ill and definitely _not _okay, and we thought a bunch of people coming in might put him in even greater danger of dying, seeing that his immune system was being suppressed. Secondly, S.H.I.E.L.D. agents have been trying to sneak in here to capture him this entire time, so we couldn't trust anybody who claimed they needed to see Spider-Man to come inside. We've been trying to protect him."

Gwen shook her head. "That doesn't make any sense. _You're_ S.H.I.E.L.D. agents. _You're_ the ones who have been trying to capture him."

"I can answer all of your questions," Nick Fury suddenly stated, kneading at his stinging face irritably. "That is, if you could so kindly restrain yourselves from slapping me across the face before I finish."

The two women stared at him with spite in their eyes, but begrudgingly nodded in unison.

"Thank you," he muttered. "The thing is, S.H.I.E.L.D. has been corrupted by joining up with a company known as Oscorp, and are trying to create an army of super-soldiers in the same way Spider-Man was created." He glanced over at Peter with his single dark eye. "Cross-species genetics. That's the real reason why they wanted to take him prisoner."

"Oscorp?" Gwen asked skeptically. "I work there. I haven't heard anything about this."

"Neither had I, not the full picture anyway, until yesterday. We were originally just following their orders, seeing that many viewed Spider-Man's power as a possible threat to society, until we discovered what their true intentions were. Now, we have an entirely new problem on our hands with the plan that these two companies have set in motion, and we have to stop them before this get's any worse than it already has." He folded his hands neatly behind his back. "That's why, just before you two arrived, I was asking Peter to join my team to help us on this mission."

Gwen and Aunt May were silent for a moment, processing all the information they'd just received. Then their eyes widened as they realized what he was suggesting, and they whipped around to face Peter.

"They want you…to become an Avenger?" Gwen asked him quietly, but with shock in her voice. Aunt May stared at him as well with an equally astonished expression. Peter's eyes switched between the two women, and he sighed quietly.

"Yes, they do."

"But you said no, right?" Gwen inquired indignantly. "After all the trouble they've caused you, you don't owe them anything, Peter."

"Yes, sweetheart," his aunt said gently. "You've suffered enough because of their stupid company's problems. Let them handle this, and please just come home with us."

At the mention of his home, there was a part of Peter that sincerely wanted to do just that. The idea of all this pressure being lifted from his shoulders sounded heavenly, and he desired nothing more than to just sit in his own house, sleep in his own bed, eat his aunt's home-cooked meals, and enjoy the company of his family in peace. Pretty soon, his life would return back to normal. He could go back to beating up the small-scale baddies in the streets, and eventually he'd forget all about the Avengers and S.H.I.E.L.D. and their damn power-hungry plans. The Avengers could probably take them down on their own without Peter's help. They'd done it before, so they could do it again, right?

But, of course, there was Peter's other half. And on that side, Peter knew very well that if he allowed himself to fall victim to the weakness of his humanity in that moment, he would never forgive himself. There was a calling inside him: something strong and tangible that he could not deny telling him this was something he had to do. People needed his help, and the reason that they were in trouble was because of his existence. Their well-being was his responsibility, and he had been granted with power that he could use to help save them, and so he knew where the right choice lied. The eyes of every person in the room were trained on him intently, and he swallowed the lump that had formed in his throat.

"Actually," he began hesitantly, then lifted his fiery gaze to address the small crowd before him with a sudden certainty that seized his voice, "I've made my decision. I'm going to join the Avengers, and help them stop S.H.I.E.L.D. and Oscorp from continuing this thing they have planned." Peter blinked, surprised at how definitive he'd sounded in that moment. Everyone standing around him appeared equally stunned by his words, although he watched as the expressions of Avengers and the two former S.H.I.E.L.D. agents quickly melted into pleasantly surprised smiles, while Gwen and Aunt May's faces dropped in miserable disbelief.

"Peter, please," his aunt begged him desperately, "you don't have to do this. Just gather up your things and—"

_"If you can do good things for other people, you have a moral obligation to do those things," _Peter recited, remembering the saying he'd sworn to live by that cold, dark night that seemed so fresh and raw in his mind. His aunt's cold eyes instantly softened at the restatement of the words of her late husband, and she lowered her gaze, looking ashamed. _"That's what's at stake here. Not choice. Responsibility." _Peter's fists clenched together tightly at his sides, and a strong ferocity throbbed in his heart that overflowed into his words. "Uncle Ben knew how important that was for me to hear in that moment, but he also knew that it was something that I could and should apply to every aspect of my life. What he didn't know was just how much impact that simple phrase would have on me after he was gone, and after I became Spider-Man." Peter turned slowly to face his aunt and saw that her head was hung low and tears were dripping down her face. Heartache for his loving guardian expanded in his chest, and so he walked up to her sniffling form, laying his hands gently on her shoulders.

"Aunt May, this is something I _have_ to do. It's what Uncle Ben would want me to do, and what I know is right." Peter swallowed grievously, watching the small streams snake down her crinkled cheeks. "I want more than anything to come home with you and Gwen and for us to just be happy and together again, but I can't do that if I know that there are people suffering and dying somewhere that I could be saving. What these people are doing—it's killing _thousands_, and putting millions of others in danger. I don't want what happened with the Lizard to happen again." He reached up and wiped the tears from her eyes, and she clasped his hand in her own, sighing unsteadily.

"I know, Peter. I know. I just…I just wish things didn't have to be like this. All I want for you is to come home, and be a normal teenager again." She closed her eyes tightly, and gasped miserably. "I'm so scared, Peter. I'm so scared that something's going to happen to you. I don't want…I wouldn't be able to live if…" She stared up at him helplessly. "I know that's selfish, but I _couldn't_ Peter. You're my everything." Aunt May wrapped her nephew in a crushing hug, trembling slightly. "You're my little boy, Peter. You'll always be my little boy, no matter how big you get, no matter how many bad guys you beat up, and no matter what this city thinks of you. Don't forget that, alright?"

Peter laughed painfully, and gently hugged her back. "I won't, Aunt May. I promise."

After he'd sufficiently comforted his loving old aunt, Peter turned to his girlfriend, who was staring at the ground silently. He walked up to her, and watched as her emerald green eyes slowly lifted up to stare into his dark brown ones. He blinked for a moment, trying to think of the right words.

"Gwen, I—"

"I know, Peter," Gwen interrupted him, forcing a sad smile to play along her lips. "You need to do this. I get it. I support you." She wiped at her eyes and lowered her gaze, unable to hide how disappointed and worried she was behind her mask. "I just…I wish you would—"

Peter decided it was just about time he gave Gwen Stacy a taste of her own medicine, and kissed her on the lips right in the middle of her sentence. Gwen's cheeks flushed pink in surprise, she having become accustomed to being the one who was always instigating the romance between them, but she quickly recovered and kissed him back. A million different things were expressed in that moment between their locked lips, things that did not have to be said aloud to be mutually understood. Peter longed for it to never end. But eventually, the two separated, and Peter felt a tinge of triumph when he noticed the redness that still lingered in the apples of her cheeks. No wonder she pulled these little tricks on him all the time—it gave him a mischievous sense of satisfaction. They held each other's gaze for a moment, smiling, then hugged.

"Be safe, alright?" she whispered. "I'll have your birthday cake waiting for you when you get back."

Peter chuckled softly. "I will. Couldn't afford to miss out on that."

Peter, Gwen, Aunt May, Nick Fury, Phil Coulson, and the rest of the Avengers all walked outside, where cars zipped by on the busy city streets and neon signs flashed everywhere they looked. When Gwen and Aunt May had made it to the sidewalk, they both turned to face Peter Parker, and all three of them sighed exhaustedly.

"Things might start to get bad around here if we can't clean this up soon," Peter warned them. "Stay together, and keep each other safe. I'll be back as soon as I can once all of this is over with."

The two of them nodded obediently. Gwen turned towards the street, waving her arm out and whistling shrilly, which alerted an approaching yellow cab to slow to a stop by the curb. She popped the door open and climbed inside, shooting Peter one more of her beautiful smiles before disappearing into the belly of the car. The cab door waited open patiently for his aunt to enter, but she hung back, and turned towards the crowd of people behind her.

"You, Tony Stark," she hollered, causing him to glance up in surprise. A pained tone entered her voice, and her eyes exuded a deep longing. "Take care of my boy for me, would you? He's a special kid."

Peter felt his face grow hot, and Tony laughed boisterously. "I'll do my best. Although, I don't think you have too much to worry about. I have a feeling it'll be quite the other way around for the most part." Stark slapped Peter roughly on the back, causing him to cough painfully, and he shrugged him off. Aunt May nodded slowly, appearing somewhat satisfied, and sent her boy one last look of love and worry. Peter waved at her sheepishly as she entered the cab, the door shutting behind her with a loud clap. The taxi pulled away from the curb and took off down the road, slipping expertly into the sea of swimming cars. With his enhanced vision, however, Peter could still see his aunt's terror-filled eyes staring him down through the tinted windows, until the cab finally reached the end of the street and turned the corner, vanishing into the night.

"You've got a good family, Peter," Steve told him, walking up from behind and staring in the direction the taxi had disappeared. "To be honest, I'm surprised you decided to stay with us instead of taking off with them."

"Nick Fury said that this entire 'Project Chimera' thing was started because of me," Peter stated indignantly. "I can't just sit by and let it continue without trying to stop these people from carrying out their disgusting plans."

"I'm glad you feel that way, Spidey," Tony said smugly, grinning. "Although, I'm not sure you really understand what exactly you've gotten yourself into. There isn't going to be any of that snuggling and smooching in our little family, I hope you know." He faltered slightly, glancing over his shoulder. "Well, maybe a little from our awkward star-crossed assassins over there."

Peter shivered. "There'd better not be, or I'm running after the taxi."

They all shared in an extensive period of laughter that carried through the cool night's air, until Stark clapped Peter a couple times on his shoulder and cleared his throat.

"Come on, kiddos. Let's hit the sack. I have a_ lot_ of fun things planned for us tomorrow."

* * *

><p><em><strong>Indeed he does. I gotta apologize to my bro fans out there yet again, cuz I know you're all like "ugh, kissing, feels, gross." Ha ha. Don't worry though, we are entering into a time of much action and awesomeness. The next chapter has a little bit of it, but it's also just kinda goofy and is making me laugh while writing it, so I hope it'll do the same for you all. What's funny is that I originally planned to end the fic right about now, but then I started getting all these cray cray ideas and was like "oh, what the heck I'll just keep going with it." Plus, I've read a few other fanfics recently, and they all seem to end before the real team-up ever happens. So I'm gonna keep the story cranking, although now I have to figure out how exactly it's going to end. Oh well, cross that bridge when I come to it. Whoop whoop. FYI, if you have any comments, criticisms, thoughts, or ideas for my story or for the future of my story, please review! I'm open to it all! :)<strong>_


	16. Chapter 16

_Disclaimer: Spider-Man, his buds, and the places mentioned are not owned by me, but I want to go buy The Amazing Spider-Man 2 on DVD tonight or tomorrow, so I'll own Andrew Garfield's cute lil face in my hands pretty soon! :D_

_**Sorry I waited so long to post this chapter, but I've been out all day. My wonderful sister moved into her college dorm today, so I've been helping her with all that. I've also been so sad that she's no longer living me, so yeah, waaah. Sissy, wheneves you read this, I'm dedicating this chapter to you. You're my family and my best ****friend, and are already being greatly missed. :,( You better freakin text me. The goofiness in this chapter reminds me of you :3**_

* * *

><p><em>Chapter 16<em>

"Eat it."

The Avengers all stood around Peter, their arms crossed adamantly and their eyes locked fiercely on his face. Peter laughed out loud.

"This is ridiculous. Why am I doing this again?"

Stark's expression remained stony. "You're not allowed to associate with us in any form or fashion until you do. Now _eat it."_

"What even is this?" Peter asked, holding the soggy sandwich up in front of his face and wrinkling his nose. "What's so special about it?"

"We'll tell you afterwards!" Steve yelled, stifling a laugh with his hand. "Just try it already."

Peter squinted suspiciously. "It's not, like, loaded with laxatives or something, is it?"

Natasha rolled her eyes. "For crying out loud, would you just eat the damn sandwich already so these idiots will shut up about it?"

Peter chuckled, shaking his head at how hysterical this all was, then slowly raised the sandwich to his lips. He took a large bite and chewed laboriously while the Avengers watched him intently.

"So?" Stark asked, all of them staring at him expectantly. He continued to chew for a moment, still feeling a bit silly for going along with this, then shrugged his shoulders.

"It's alright."

With that, the Avengers burst into unnecessary cheering, Tony slapping him proudly on his back and Thor chucking a box of sandwiches into the air, which fell like a semi-edible rain and splattered messily onto the floor. Peter coughed over the food in his mouth, almost choking as laughter bubbled up inside of him, then swallowed strenuously.

"You guys are so weird," he concluded, throwing the rest of his uneaten sandwich at Tony's face, who batted it away, laughing. "What was even the point of that?"

"That was your initiation into the Avengers," Stark laughed. "That was shawarma. The, uh, 'unofficially official food' of the Avengers. It's a good thing you liked it, or else we would've been forced to kick you off the team."

"Now you can _officially _say that you're an Avenger," Steve chuckled, wiping some sort of mystery meat from his shirt. "Congratulations."

Peter grinned, staring down at the ruined rug beneath his feet. The idea that he was actually an Avenger and on this team of lunatics still hadn't quite settled with him yet. He was so used to the solo hero life that the thought of working with others on a mission seemed like it'd bit difficult to adjust to. But he had little experience with things that endangered the world on this scale, unlike the hardy veterans that stood before him, and having seven pairs of fists to beat up baddies rather than just his own sounded like a much more efficient battle plan.

An undesirable feeling of obligation suddenly came over Peter, and he sighed heavily, knowing what had to be done. "I…I never thanked you guys. For, y'know, saving my life and all."

The Avengers' laughter quieted slightly, and they all glanced over at him, surprised.

"I'd be dead right now if you hadn't helped me. So yeah, thanks."

Tony was quiet for a moment, then grinned. "No problem, Spidey. Geez, no need to get all sappy on us all of a sudden."

Peter snorted, picking a piece of lettuce off his shoulder. "Whatever."

At that moment, Nick Fury marched into the room with a commanding aura hovering over him. He eyed the mess of pita bread and assorted condiments splattered across the floor disapprovingly before glancing up at the Avengers.

"Alright, enough games. We have an assload of things to get done, and less than twenty-four hours to do them." He furrowed his eyebrows. "We need a place that's secluded and can suffer extensive damage without my office being flooded with fines and law suits for destruction of public property. Does anybody have anything in mind?"

Everyone sat silently in thought, wondering why such a place was needed, but no one spoke. Then a very strange and adrenaline-filled night from a long while ago came to Peter's mind, and he grinned.

"I know a place."

* * *

><p>With ease, Peter tore the wooden boards nailed to the doors from their roots and shoved himself into the building. Dust swirled through the air from the wind caused by his entrance, and Peter stared around the dark room silently. It was empty except for a couple of chairs scattered across the floor and the lonely boxing ring placed in the center. The rest of the Avengers filed in behind him, all dressed in frumpy disguises and staring around the room curiously. Nick Fury shut the doors behind them and sealed them together with a weak beam from his laser pointer, which welded the metal together, before slipping it back into his pocket and turning to face the silent space before them.<p>

"What is this place?" Steve Rogers asked as he removed his sunglasses and the baseball cap from his head, running his fingers through his short blonde hair.

"It's some kind of abandoned boxing gym or something," Peter answered him, balling up his skullcap in his fist. "I discovered it after I attacked this group of thugs, who chased me around for a bit until I ended up falling through the roof and landing in here." He glanced upwards, grinning slightly as he noticed the gaping hole that still yawned in the ceiling. Light poured through and illuminated the boxing ring below like a spotlight, and the small particles floating through the air glowed as they danced through the golden beam. He looked to his left where the poster of the wrestler hung on the wall, remembering how he'd drawn his inspiration for his Spider-Man mask from the picture that night, since he'd realized he should probably start hiding his identity. Nick Fury walked up beside him, nodding.

"This'll do," he said simply, then turned back towards his team. "Before we start our mission, I thought it might be beneficial if everyone gave Spider-Man a briefing on all of your strengths, weaknesses, abilities, and so on. Just so he knows what he'll be working with and vice a versa."

Tony grinned. "Like, a power demonstration?"

"If that's what you want to call it, then yes," he answered, looking unamused. "So suit up, and let's get going."

The Avengers shared a look before stripping from their cover clothes to reveal their flashy superhero outfits underneath. As Stark dropped his suitcase to the floor, he noticed Peter standing by, unsure of what to do, and grinned.

"Don't worry, Spidey. We didn't forget about you." Tony glanced over at Agent Coulson, who handed him a suitcase of his own, and held it out for Peter to take. Peter accepted it hesitantly, giving Stark a weird look, then sat down on the floor. With his thumbs, he unclipped the case's clasps then pushed the fancy top open to reveal its contents. Inside he was surprised to find his Spider-Man suit, folded up neatly with the mask on top, completely restored from the damages it had suffered during his many recent battles. The red and blue fabric and black detailing popped better than ever, and Peter lifted it out, marveling at how good it looked since he'd last worn it.

"I fixed it up for you a little bit," Tony admitted, placing his feet against the suitcase on the ground, which caused it to hum to life. "Pepper helped with the sewing and the colors." The suitcase clipped onto his feet, and Stark reached down, grabbing two little handles that were sticking out. The suit began to crawl onto his body and secure itself against his skin with loud clicks and whirs, and Peter watched the assembly of the Iron Man armor in awe until the mask dropped over his face, and the eye slits illuminated menacingly.

"Hope you like it, although putting it on probably won't be as cool as mine."

Peter shook his head in agreement, then looked down at his suit again. He grabbed up the costume in his arms, stood, and walked behind the boxing ring to take his clothes off and begin dressing.

Once he'd slipped his legs, torso, and arms into the main part of the suit, slid on his spidey boots, wiggled his fingers into the gloves, and pulled on his Spider-Man masked, Peter hopped to his feet. He rolled his shoulders and practically danced across the room, admiring the familiar feeling of the spandex suit fitted tightly to his frame.

"Oh man, I have _missed this,"_ he laughed. The jittery energy he'd been suppressing within himself this whole time suddenly enriched his veins, and it took all his willpower to keep himself from bouncing off the walls. _Literally._

"I'd almost forgotten what you liked like in that," Natasha chuckled. The rest of the Avengers assembled into their gear, and Iron Man strolled out from the crowd.

"I'll go first," he exclaimed eagerly, "start things off with a bang." He walked forwards and turned to stand before all of them, his hands on his metal hips. _"Ahem. _Hello everyone, I'm Tony Stark, aka Iron Man. Billionaire, _former_ playboy, genius, philanthropist, owner of Stark Industries, creator and designer of the beautiful piece of machinery seen before you."

The people in the room rolled their eyes at the formality of his speech but allowed him to continue.

Tony placed his arms at his sides, palms down. The repulsors on his hands and feet sparked to life, and flames shot out from them like miniature rockets, causing him to lift off the ground. He zipped around the room, hovering high above everyone's heads.

"Yeah, I can fly," he stated coolly in his robotically muffled voice. _"And_—_" _

Raising his hand out in front of him, a shrill ping rang out, followed by a blast of blue light that hit one of the chairs on the floor and caused it to spin across the room, smoldering. "—I can shoot blasts of concussive energy from the repulsors in my palms, as well as from my chest." He tapped on the glowing triangle just below his collarbone with his metal finger. "I have an electromagnet implanted in my chest that keeps my body alive, due to a very fun little trip I took to Afghanistan where I ended up with a chest full of shrapnel. It also acts as a power source for my suits."

"Cool," Peter said simply, having trouble suppressing his inner geek from spurting out a million differents questions about how he'd built the armor, how he'd balanced his own mass added to the suit's and the thrust of the repulsors so perfectly, what each and every little individual knob, gear, and screw did, and so on. But he kept his mouth shut and just continued watching in nerdy wonder.

"Not only that," he continued, descending closer to the ground. In an instant, thousands of tiny weapons folded out from beneath his armor's metal skin, pointing at Peter threateningly, "I have quite a bit of fire power up my sleeve: rocket launchers, machine guns, highly concentrated lasers, and heat-seeking missiles to name a few."

Peter swallowed. "Uh huh."

"I also have Jarvis to analyze my opponents and formulate battle strategies for me," he added, rapping on his helmet's temple. "Jarvis? You glad to be home?"

_Yes sir, _he answered in Tony's ear. _I greatly missed it. That device was terribly cramped._

Stark chuckled, landing on the ground and flipping up his face mask. "Yeah, that's all I got."

"Weaknesses?" Fury reminded him coldly.

Tony tapped on his chin thoughtfully. "Well, your damn webbing just about clogged the crap out of my armor. Took me about four hours to clean it out completely." He laughed quietly. "But, I mean, not really. If my armor was destroyed or taken from me that'd leave me kinda vulnerable, I guess."

"What about your anxiety issue?" Coulson added.

"Oh yeah," Stark answered with a sheepish grin. "There's also that."

Clint nodded. "Alright, my turn." He stared over at Peter and threw up a peace sign. "Hi or whatever. I'm Clint Barton. My code name is Hawkeye." Barton grabbed an arrow from his quiver and loaded it into bow, staring down the shaft with his icy eyes narrowed. "My main skills are centered around the art of archery, and I have multiple different types of arrows I use on my opponents, a few including regular pointed arrows, explosive arrows, grappling-hook arrows, and electrified arrows, like the one I used on you." He said that last part with a slight smirk, then let the nock slip between his fingers. The arrow shot across the room and struck the picture of the wrestler right between the eyes, and he grinned with satisfaction. "Natasha and I have trained and fought together as master assassins for a long time, so I'm also pretty handy with most guns and knives, as well as hand to hand combat." He let his bow drop to his side, clutching his stomach. "I'd show you some of my moves, but I'm still recovering from a little mishap I had with Brucy over there, so I guess I'll skip that part." He turned back to face Spider-Man. "For weaknesses, let's just say I _really _hate it whenever I run out of arrows."

Peter gawked in the direction where the arrow had lodged into the pictured man's forehead, thoroughly impressed. Then he turned back to Hawkeye, grinning beneath his mask. "Scary, but awesome."

Natasha strolled forward, her arms swinging at her sides. "Guess I'll go next, then." She stopped before the group, interlacing her fingers in front of her chest. "Hiya Mr. Parker and you miserable lot. I'm Natasha Romanoff, or Black Widow." She smiled innocently at them. "I feel my demonstration would be best displayed with an assistant. Any volunteers?"

When nobody made a move, all grinning nervously and shaking their heads, Nicky Fury shoved Phil forwards.

"Agent Coulson would be happy to help," he insisted. Coulson stumbled forward, yelping, then sat up straight and pulled at his collar uneasily.

"I'm, uh, not so sure if I'm most qualified for…" he began, but Natasha grabbed him by the hand and dragged him towards her.

"Nonsense!" she assured him with a smile. "You'll do just fine." With that, she spun him around and locked him in a chokehold while whipping out a knife and pressing the edge against his throat, causing him to sputter in surprised. "Like Clint was saying, we're vigorously trained master assassins. I know more techniques on how to stealthily (or flamboyantly) kill a person than one could count, whichever seems more appropriate at the time, and use them as such to…_neutralize_ my enemies, if you will." Her eyes had taken on a devilish enthusiasm, and she released Coulson from her grip, causing him to cough and rub at his throat in relief. A moment later, however, she swung her legs along the ground and slammed them against the back of his knees, causing him to tumble backwards onto the floor. She hopped up before he'd even hit the ground and placed her foot on his chest, grinning victoriously. "My favorite way to fight is fist to fist, although I usually use a lot more than that in battle." She offered Phil a hand and helped him onto his feet, where he dusted himself off sheepishly. "I'm also skilled with all arms, as well as with the many gadgets and gizmos I have on me." In a flash, Natasha whipped out four ninja stars from her utility belt and flung them at Agent Coulson, where they stabbed into the edges of his shoes and through the floor boards, trapping him in place.

Phil glanced down at his feet. "Um, Agent Romanoff…" he began, trying to negotiate with her. "I think they've seen enough—"

Before he could finish, Romanoff slipped a wide-barreled gun from her hip and fired it at him. With a _bang,_ a thick-roped net spun from the muzzle and wrapped itself around Coulson's body, trapping his arms against his sides. He grunted from the impact, and struggled to free himself.

"And lastly," she stated cheerfully. With a running start, Natasha cartwheeled across the floor on one hand, followed by an ensemble of flips and twists in the air and a roundoff triple back handspring, until finally she landed right in front of the restrained Agent Coulson with her two feet planted firmly against the ground, not a fault in her execution. She leaned forward, and with the tip of her index finger, she gave Phil's chest a gentle push. Coulson began to tip backwards, and without any means of catching himself with his feet stuck to the floor and his arms squished at his sides, he fell helplessly.

"No—wait—!" he tried to beg, but before he could stop himself, he hit the ground, his rear landing against the dusty wood roughly.

Natasha grinned. "I am very flexible and acrobatic, which I utilize in my fighting style with ease."

Peter blinked in amazement behind his mask. "Whoa. Even _more_ scary. But still freakishly awesome." He glanced back over at Tony Stark and Clint, realizing that half of this team was made of people who didn't even have any actual powers. Their skills and fighting abilities were based solely on what they'd trained, worked, and fought towards, which made them all even more impressive than they already were. Natasha smiled at him gratefully, then began to free an angry, grumbling Agent Coulson from his bonds.

"I'll take the stage now," Steve Rogers stated, peeling the cover he'd laid over his shield off and tossing it to the ground.

"Hey, you got your shield back," Peter noticed, grinning slightly. Captain America smirked as he took his position in front of Spider-Man, flexing his fingers inside his leather gloves.

"Stark retrieved it for me a while after you threw it up on the roof of that pizzeria. It's a good thing we've got a member who can fly, or else I would've had to have a very strange conversation with the manager." He stood up tall, his shoulders widely set and his feet spread apart. "Greetings. I am Steve Rogers, also known as Captain America. I was born and raised in Brooklyn, New York, and was a young adult during World War II." He glanced down at his incredibly muscular body before continuing. "I was selected by Doctor Abraham Erskine to participate in his attempt to create the perfect soldier. Being 5'1" and weighing only 98 pounds beforehand, I was rejected by the American military each time I tried to become a soldier to fight in the war in the name of my country. After being injected with his so-called 'super-serum', however, I grew to my current height and weight, and my physical strength and endurance increased tremendously." He looked up at everyone. "Does anybody have something I can punch?"

Now freed, Agent Coulson immediately stepped backwards. "I'm done being you people's punching bag. Even for you, Captain America."

Nick Fury chuckled. "You could try the floor, I suppose."

Steve nodded. He raised his arm back behind his head, then slammed his fist into the ground, creating a deep hole in the wood that cracked and splintered away from the impact sight and snaked all the way to Spider-Man's toes fifteen feet away. Peter whistled, impressed. Steve straightened back up, dusting bits of wood from his hands.

"I also heal a lot quicker than most people, and can take much more hits than your average soldier."

"Excuse me, Cap," Peter jumped in, scratching the back of his head. "Um, how exactly are you still so young or, like, _alive_ for that matter if you were around more than seventy years ago?" Peter actually knew Captain America's story very well, seeing as he'd visited the museum dedicated to "The First Avenger" downtown, but he really wanted to hear the legendary tale told from the legend himself.

Rogers chuckled. "I crashed a plane into the Arctic and ended up freezing solid inside the wreckage. I wasn't found until decades later, completely preserved inside the ice, and let's just say my rehabilitation and adjustment to the changes since being 'unthawed' have been…interesting." A look of pained nostalgia entered the man's eyes for a moment, but he quickly blinked it away. "Anyway, I've had a bit of experience with artillery in my time, so I'm a relatively good shot, although I prefer hand to hand combat." With one quick movement, Steve snagged the flashy shield off his back and held it out to the side, his fingers curled around the shiny metal's edge. "I've also been outfitted with a unique vibranium shield, which is my weapon of choice." Bending his knees, Captain America spun on his feet low to the ground and released the shield from his grip, sending it soaring right above Peter's head. The shield bounced off the wall, leaving a crater in its wake, hit the adjacent wall, then flew back to Steve Rogers, which he snatched out of the air expertly.

"I use it as, well, a _shield_ to protect me from all sorts of attacks, including bullets, swords, punches, arrows, and even bomb blasts. It doubles as weapon that I can throw at my enemies for massive damage, or use as a hard blunt for punching and jabbing." Steve secured his shield to his back and stood up straight, rubbing at his chin. "As of now, I haven't discovered anything that weakens my abilities besides, you know, being terribly injured. I do get hungry quicker than most people due to my rapid metabolism, and it really sucks that I can't get drunk anymore, but that's basically it."

Peter laughed. "I know the feeling," he agreed, then faltered. "I mean, you know, with the metabolism thing."

Captain America grinned at him, then walked back to the group.

Thor spun his hammer around in his hand, then gripped it in his fist. "I suppose I shall demonstrate my abilities next," he stated valiantly, marching forwards, but Tony stopped him with a hand against his chest.

"Hey, don't go crazy, alright? No need to tear this place apart with your theatrics."

Thor pushed his hand off. "I shall do my best to contain my incredible strength," he assured him, causing Iron Man to roll his eyes. He stopped before Peter, his intricately detailed armor and billowing red cape seeming a bit of an overkill in flashiness. "Hello again, Man of Spiders. I am Thor Odinson, firstborn son of the king of Asgard and heir to the throne. I am considered in many realms across the cosmos as the greatest warrior of the entire universe, and am known by many as the god of thunder."

Peter tried with all his strength to keep his composure as the man before him spoke, but ultimately failed. Before he could stop himself, Peter burst into uncontrollable laughter, doubling over and hugging his stomach with his arms. Thor blinked in surprise at the sudden outburst interrupting his glorious speech, and narrowed his eyebrows.

"What is so amusing, Peter Parker?" he finally asked the giggling hero standing before him. Peter shook his head and held his hand out, trying to contain himself but unable to stop the laughter from bubbling up inside of him.

"I—_ahaha_—no, I'm sorry! I swear, I didn't mean to! It's just—oh man, what the _hell?"_ He broke into another bout of hysterical giggling, causing Thor to cross his arms irritably.

"In the realm of Asgard, it is considered incredibly rude to interrupt anyone during their speech, especially a man of royalty. I should think the same etiquette would apply here."

Peter bent down with his hands on his knees, trying to catch his breath. When he had finally managed to quell the giggle attack that had seized his body out of nowhere, he raised thumb into the air without looking up. "Okay, I'm good. Please continue," he instructed him breathlessly. He could hear multiple members of the Avengers giggling into their hands behind him, but did his best to ignore them.

"Thank you," Thor stated, still appearing confused but gathering himself quickly. "As I was saying, I am known as the god of thunder, and am the sole wielder of the mighty uru hammer by the name of Mjölnir." Thor held the beautiful gray hammer out for Peter to see, supporting the heavy head in his hands. "With it I am able to do a number of fantastic things." Curling his fingers through the loop in the leather hanging from around the handle, Thor began to spin the hammer around and around with incredible speed, and Peter gawked as the Asgardian prince lifted into the air, a muffled humming sound buzzing through the atmosphere. "I can use it to fly, as you can see."

"That defies so many laws of physics," Peter scoffed, shaking his head. "But I guess you don't really have those, if you're a 'god' or whatever."

Thor dropped back to the floor, grinning. "It can also be used as a very powerful weapon," he added. With that, he flung the hammer between the group of Avengers, causing them to jump back in surprise, and it crashed through the wall, leaving a gaping hole in its wake. They all turned around, glaring at him.

"Thor, cool it," Natasha hissed at him, and he laughed loudly.

"I am sorry, my friends," he chuckled, then held out his hand rigidly. With a few loud crashes and bangs, the hammer came barreling back inside, widening the hole in the wall with its entrance, and he grabbed it in his fist. "I can also summon it to myself from great distances away." Thor turned around, climbed into the boxing ring, and positioned himself in the center. He raised Mjölnir high into the air as he spoke.

"As the god of thunder, I have the ability to summon lightning and storms on command," he explained with a smirk. Thor then began to swirl his hammer around in the air, and Peter watched as a darkness began to block out the sunlight pouring through the hole in the ceiling. A deep boom of thunder sounded from above, and a vein of lightning dropped from the sky, striking the hammer's head and snaking across the Asgardian's body. With a bellow, Thor slammed his electrified hammer into the middle of the boxing ring, which tore through the canvas and sent a shock wave through its structure that caused the entire thing to collapse in on itself. Dancing sparks jumped from Thor's body and the impact sight, until finally the sky cleared and light filtered back into the room. Thor crawled out of the wreckage, almost tripping over the crisscrossing ropes, then hopped onto the floor, looking incredibly pleased with himself.

"Damn, Thor," Clint said with a snort. "What part of 'cool it' and 'don't tear this place apart with your theatrics' did you not understand?"

Peter just sat with his jaw hanging open, wondering how on Earth this guy had ended up on this team. He imagined what would have happened if he had had to fight against him the night the Avengers had attacked him, and shivered. Thor placed his fists on his hips, grinning.

"On top of everything, I possess strength, endurability, life span, and immunity to disease superior to that of all you mere mortals. All things considered, I am a formidable foe to any enemy that crosses my path." He didn't waste a moment in thought before he continued. "I have no weaknesses that I know of, although the safety of my friends, family, and home could be used against me if they were endangered."

Peter crossed his arms. "Well, that's kind of true for everybody, I feel."

Thor nodded in agreement, then glanced over at the quiet Avenger standing in the back of the group sheepishly. "Banner, you are the last to go, my friend."

Bruce swallowed at the mention of his name, appearing uncomfortable. "Seriously? Do you really need me do that? I mean, I assume you already have a pretty good idea of what I can do and what I'm capable of as the Other Guy, and these are a brand new pair of pants…"

Peter narrowed his eyebrows in confusion. "Wait…are you telling me that all you can do is turn into a gigantic raging green monster that runs around destroying things that you have no control over?"

Banner laughed nervously. "No. I can turn into the Hulk on command, and have enough control over the Other Guy so that I can aim it and use it to completely annihilate basically anything that gets in my way. Seeing that I obtain practically indestructible skin and unsurpassed strength and endurance, however, it's kind of hard _not _to crush everything in my path. The only real weakness I have is that if the Other Guy is triggered inside me without my consent, I become a mindless, rampaging monster, like I did with Scorpion. So I always have to keep myself in check."

"You got your powers through overexposure to radiation, correct?" Peter inquired. Bruce nodded in response, and Peter uncrossed his arms. "Cool. How come you don't have a funky costume, though?"

Bruce scratched at his head. "Well, I'd just end up tearing through it once I turned all green and muscly, so there isn't really any point in wearing one."

Peter snorted with laughter. "So do you usually fight in the nude or something?"

Banner appeared flustered, and shook his head vigorously. "N-no," he began, then laughed after a moment in thought. "Well, sometimes. I just try wearing extra stretchy pants as a precaution."

Peter pointed over at Steve Rogers. "You should wear something like Captain America, something that has stars on it and with a red, white, and blue color theme."

Bruce blinked in confusion. "Why's that?"

Peter grinned widely under his mask, and spoke with laughter puncturing his words. "Because then people could call you the Star-Spangled Banner."

There was a pause that hung in the air. Almost instantly, however, everyone broke into loud and ridiculous laughter that filled the entire room. Tony wiped at his eye with his metal finger, giggling.

"Alright, now I'm sure of it. You _definitely_ fit in with the lot of us, Spider-Man. No one but an Avenger could come up with something that hilariously stupid."

The small smile that had hinted across Nick Fury's face at Peter's joke faded quickly, and he shifted his gaze across the room.

"Now there's only one person left."

Peter's laughter stopped abruptly in his throat, and he glanced over at Nick Fury, puzzled. The rest of Avengers' giggling went stale as well, and they all stared over at a lonely Spider-Man standing solitarily before them. He stood up straight, surprised by all of the sudden attention. Iron Man cracked a smile, his hands on his hips.

"Yeah. I wanna see everything that Spidey can do."

Natasha nodded in agreement. "Me too."

"We only got a taste of what you're capable of way back when," Steve noted. "I'd like to see everything you've got up your sleeve."

"Yes, indeed, I agree."

"Go on Spider-Man," Bruce said smugly.

"Show us what you've got."

Peter felt overwhelmed by all of their eyes locked on him, and he stared up at the ceiling.

"Uh…" he stuttered, shifting his weight back and forth on his feet uncomfortably. "Okay. Yeah, I'll go now." He clapped his hands together, still rocking on his heels, wondering where to start.

"Name," Agent Coulson reminded him.

Peter snapped both of his fingers and pointed in his direction. "Right. Okay, here we go." He rubbed his knuckles together as he spoke, trying to sound confident. "Uh, hi. I'm Peter. Parker, that is. Peter Parker. Also called Spider-Man. Yep." Peter scratched the back of his head and looked down at his feet. "And, um, I got bit by a wacko spider, so I can do almost anything a spider can now. Pretty cool, I guess."

"Like…?" Natasha asked impatiently.

Peter's hands dropped to his side. "Oh, right." He glanced over at the wall, fully aware of what a fool he was making of himself, then realized that this was his chance to test out the extent of just how much his powers had improved, if his theory about the Scorpion venom was correct, that is. He smiled under his mask, and looked back up at them assuredly.

"Well, I'm very nimble and quick," he began cooly, and executed a few back handsprings before landing in a handstand. He walked forward a few steps on his palms, then raised up onto his fingertips, then onto just four fingers total, until finally he stood before them on only two fingers of one hand, and they all oohed and aahed, thoroughly impressed. Then he fell backwards, landing on his feet with ease.

"I also have the strength equal to or more than that of a spider, if it were my size, that is." Peter scooped up one of the heavy metal chairs that was lying on the floor and began to bend it in his hands. He was surprised to feel just how fluidly its shape changed with his movements, and pretty soon he'd created some sort of contorted metal art thing, which he held out for them to see before tossing to the side. It clattered noisily against the floor, leaving dents in the wood. He glanced back up at them.

"I'm equipped with lightning-fast reflexes and have this weird thing I like to call my 'spidey sense'. It's basically like an alarm that goes off in my head whenever there's danger." Peter turned around, facing away from the Avengers with his hands on his hips. "Go on, someone throw something at me."

The Avengers all stared at each other with surprise in their eyes, but it quickly dissipated into mischievous curiosity. Tony reached down and scooped a piece of rubble off the floor and chucked it at the back of Peter's head. The familiar tingle at the base of his skull went off, and he jerked to the right, feeling the debris whizz past his ear and watching it bounce against the ground in front of him. Stark laughed loudly, impressed.

"Hey, let me try," Banner exclaimed. He tore a broken board from the floor and flung it across the room. Peter ducked as it flew above his head.

"I told you. I'll dodge anything you guys throw at me."

"You didn't dodge this last time," Clint retorted with a smugness to his voice. He loaded an arrow with a blunted tip into his bow and aimed it right between Peter's shoulder blades. The archer released it from his fingers and watched it shoot across the room. A stronger warning sensation than the two previous ones buzzed inside his head, and before he'd realized it, Peter's hand had reached back behind himself and was clutching something skinny in its fingers. He held it in front of his face and was surprised to see that it was an arrow. He rolled it around in his palm somewhat uneasily, then glanced back over his shoulder.

"See? I told you that—"

A powerful ringing went off in his brain as he noticed a circular disk flying right at his face in slow-motion. In a flash, his free hand shot out and grabbed it before it could hit him, his feet sliding backwards against the ground slightly from the momentum of the impact.

"Wow, you actually caught it," Steve exclaimed with enthusiasm. "That takes a lot of strength."

Peter laughed nervously. "Yeah, okay. So yeah, I can do that, and—"

Before he could finish, however, his spidey sense exploded in his skull yet again, and he dodged to the left just as a bullet zipped by his head. He glanced up in shock, only to behold four more gliding towards his face from the opposite side of the room. He ducked under one, angled his torso around the next, hopped over the third, and flipped backwards to avoid the last one, which was just inches above his chest. Spider-Man landed on one knee, breathing raggedly, and looked over to see Black Widow with a gun in her hand.

"Those are some impressive reflexes," she stated with a wicked grin on her lips, blowing the smoke off the barrel before slipping it back into the holster on her hip. Everyone stared at her in shock, and she shrugged her shoulders. "What? They're rubber bullets. Relax, guys."

Peter rose to his feet uneasily."Geez, alright! I think I've made my point! No need to pull a _gun_ on me."

"My turn!" Thor hollered out of nowhere, and violently chucked his hammer across the room right at Peter's chest. The shield and arrow slipped out of Peter's hands, and his reflexes kicked in before he could stop them. He reached out and grabbed the flying hammer by the handle, and was instantly thrown backwards by the immense force of the uru Asgardian weapon. His feet slid along the ground rapidly until his back slammed against the wall, and he gasped. For a moment he just sat there, clutching the hammer in his shaking hands, unable to believe how heavy it was. Then his arms gave out, and he dropped it to the floor, where it left a deep crater in the wood between his feet. Peter panted heavily, his arms feeling like noodles, until finally he glanced up at the people standing before him, whose eyes were all wide with shock.

"Please…no more," he whimpered pleadingly, then stood up straight, a dull ache throbbing in his shoulders and back. "Damn, that hurt."

"You held it for a second," Tony said in shock, looking over at Thor. "Isn't that, like, impossible?"

"Only a powerful being with a true warrior's spirit can bear the hammer's mighty weight," The Asgardian prince stated gallantly. He held out his hand, and Mjölnir flew from the ground and into his fist. "You have a strong heart, Man of Spiders."

Peter rolled his aching wrists. "Thanks, although I wish my arms were just as strong."

A few of them chuckled at that, then Clint stepped forward. "Anything else you can do?"

Peter grinned, recovering from the sudden attack. "Yeah, a few more things," he answered smoothly. He bent his knees low, then sprung up much higher than the average man could, turning his body in the air and landing with his hands and feet against the ceiling. He stuck to its surface with ease, and stared down at his teammates below, who were looking up at him in wonder.

"With the abilities of a spider, I can also cling to almost all surfaces." Peter crawled along the ceiling until he was positioned right above the Avengers, and he grinned at the interest in their eyes. "This makes me able to sneak up on people rather easily."

_"Almost_ all surfaces?" Tony asked as he stared up at him, crossing his arms in feigned dissatisfaction. "What _can't_ you stick to?"

Peter thought for a moment. "I don't really know. I mean, if a surface is coated in something super slippery or whatever I'll probably slide off of it."

"Can you stick to that window over there?" Natasha asked him, pointing. Peter followed her finger to where the dirty glass was built into the wall.

"Uh, yeah. I can stick to that." Spider-Man crawled across the ceiling and onto the wall before placing himself on the window, where he sat sideways quite comfortably. "No problem."

"How about to my shield?" Steve inquired, holding up his vibranium weapon that he had recently retrieved with a grin. Peter chuckled slightly, but slithered across the ceiling and dropped himself onto shield's shiny metal surface. Captain America held him sideways and upside-down, even giving the shield a few hard shakes, but Spider-Man's sticky fingers kept him firmly in place. Finally, he gave up, laughing loudly.

"That's really cool," he exclaimed, and Peter hopped off the weapon and landed on ground, placing his hands on his hips.

"Can you stick to my _arm?" _Stark asked him with childish curiosity sparkling in his eyes. He held out his suit's red and and gold limb, waiting.

At that, Peter burst out laughing. "I mean, I can, if you want me to."

"Do it!" Iron Man insisted. So, with a chuckle, Peter walked over and climbed onto his armored arm, and he hung upside-down with only the ends of his fingertips and toes touching the metal surface. He, too, waved his arm around a bit, trying to shake Peter off, but his efforts were fruitless.

"How is that even possible?" Stark wondered. "And damn, kid—you're so light."

Peter shrugged, feeling somewhat silly as he stared up at him from his ridiculous position. "Just how I am," he answered. Then he climbed back to the floor and stood upright, grinning under his mask. "Now that _that's _over with, I also have a healing factor which helps me recover from injuries a lot quicker than your average joe. Along with that, all of my five senses are more enhanced and sensitive than a normal human's. I'm best at fighting hand to hand because of my enhanced agility, stamina, and endurance, and I really don't use any weapons. My fists and feet and whatnot are good enough."

Natasha smiled. "What about the _thwip thwip_ thing you do to people?" she asked him, imitating the hand motion Spider-Man did whenever he fired webbing from his wrists. "Like to Steve and I?"

Peter snorted in amusement. "You mean my web-shooters? I guess you could consider those a weapon, seeing how I use them to restrain my enemies in a sort of sticky netting."

"Or like a spider catching his dinner," Tony added with a shudder. "You know, it really creeps me out that you're actually _part spider. _Like,_ ew."_

Peter scoffed, pretending to be extremely offended. "Us spiders have feelings too, y'know. And I don't eat people. _And_ it's not creepy, it's science."

Stark laughed at that. "Creepy science."

Peter shook his head. Then he glanced upwards, and grinned. "While trapping people with my webs is pretty fun, I also have a more…_thrilling_ use for them." In one quick motion, Peter pointed his wrist at the ceiling and fired a strand of webbing that grasped onto its surface. He sprung upwards, firing another web-line in front out him and swinging forwards with a whoop of excitement. Despite being restricted by the walls of the room, the slightest sensation of freedom the movement provided him reminded him of just how much he _loved _being Spider-Man. He flipped and tumbled and somersaulted in the air between the moments when he had to fire the next web-line to keep himself from crashing to the floor, adoring the familiar yet exhilarating rush it gave him. He stuck himself to the wall, then jumped off of it with a powerful kick. Shooting the webbing from his wrists and swinging across the room felt more natural and fluid than ever, and with everything he was he just wanted to crash through the window and take off down the streets of Manhattan, flipping as high as he could over the city below him and for as long as his muscles would allow. The thought sounded liberating, but he knew that that would have to wait until later, when this damn mission was over with. With a sigh, he finally landed against the ceiling on his hands and feet, jittery adrenaline coursing through his veins, and stared down at the faces looking up at him, all smiling.

"Wow," Steve marveled, leaning on his shield. "That looks really fun."

Peter nodded, scratching the back of his head. "Yeah, it really is," he agreed. He angled his wrist at the wood under his feet and attached a single web strand to its surface. Slowly, with all the grace and finesse of a real spider, Spider-Man dropped down from the ceiling on the webbing until he hung before all of them upside-down. He cocked his head to one side, grinning beneath his red mask. "Impressed yet?"

"Eh, a little," Tony said with a smirk. "Doesn't that make you dizzy, with all the blood rushing to your head and whatnot?"

Peter shook his head. "Nope. I stopped getting that feeling after I got these powers." He looked down at the floor that laid about six feet beneath him. "Actually, this sometimes feels more comfortable than standing up straight or sitting down. It's more relaxing. I feel like I think more clearly like this, so I usually study or do my homework upside-down." Peter chuckled. "I just wish I could take my tests like this."

Stark laughed. "That's a sight I'd love to see. Have you ever fallen asleep like that?"

"One time I did," Peter remembered with a snort. "I woke up lying halfway inside my laundry basket._ That_ was fun to try to explain to my aunt."

A couple of the Avenger's shuddered at the mention of his guardian. "Your two ladies are extremely intimidating," Steve told him uneasily. "Especially your aunt. I mean, she slapped _Nick Fury _in the_ face."_

Peter laughed a bit nervously. "They aren't always like that." He looked over at the cold one-eyed man himself, hunching his shoulders in sheepish defense. "Sorry about that, by the way."

Nick Fury glared at him fiercely. "Enough chit-chatting. What are you weaknesses?"

Spider-Man swallowed, then looked up at his feet. "Right. Uh, let's see…" He sat there for a moment, the wheels turning in his head. He drummed his fingers against his chin. "Well, that venom did a number on me, but that would've killed anyone else. So I don't know if that counts or not." Peter clicked his teeth together. "I'm not sure if there's anything that would take away my powers, since they're kind of imbedded into my DNA. So, yeah. Yay." Then he blinked. "Oh, but the high-pressure webbing capsules I install into my web-shooters can run out of web fluid if I use them too much, which can greatly reduce my mobility and take away my only real weaponry, so I guess that's a weakness."

Stark looked thoughtful for a moment. "Oh, right. You shouldn't have to worry about that for now. I took an analysis on the webbing you jacked my armor with, and while you were dead in my living room I bought some more webs from Oscorp, did some tweaking to them, then installed them into your web-shooters, since they were running low on juice." Tony reached down and slid a small compartment on his armor opened, then pulled out a little box. The compartment snapped shut, and he dumped the box's contents into his metal hand. In his palms sat Peter's two intricately designed web-shooters, which appeared as though they'd been buffed and shined to glisten like new pennies, and he held them out to the upside-down hero. "Here, I forgot to give these back to you."

"Oh, thanks," Peter told him with grateful surprise in his voice. He reached out, just about to take them from Tony's outstretched hand, when he suddenly went rigid. His fingers hung out in the open air, and there was an awkward pause that blanketed the room.

"Wait…what?" he finally asked in dim confusion. "My web-shooters?" Peter blinked. "How is that…?"

Tony gave him a weird look. With a strange feeling stirring inside of him, Peter pulled his arm back close to his body and twisted it around so that his palm was facing up. His eyes travelled down his hand and onto his wrist, where he was surprised to find no red and black device attached to. He narrowed his eyebrows behind his mask.

"If you have my web-shooters, then how have I been…?"

Stark scratched his head. "Do you have web-shooters built into your suit or something?"

Peter shook his head slowly. He hung there for a moment longer, just staring at his hand. Then, his brow still knitted in confusion, Peter looked up at his other hand which was holding him to the ceiling by the single web strand. He noticed that the webbing was protruding from underneath his costume. With careful movements, Peter reached up, slipped his glove off, and pulled the fabric down his arm so that his wrists were visible. He sat there for a second, drinking in what he was seeing, then released a sharp gasp.

"What the…?" he began, and panic started to well inside him. "It—it's—what in the _hell_ is—?" In his moment of frantic confusion, Peter's fingers let go of the webbing holding him in place, and it detached itself from his wrist. The Avengers watched in surprise as Spider-Man fell from his perch with a yelp and crashed to the ground in a messy heap of flailing limbs. He groaned as he laid there for a moment before slowly sitting up, clutching his head.

Stark snorted. "Uh…you okay, Spidey?"

Without answering, he lifted his wrist up to his face and pulled his sleeve down again, wondering wistfully if he was just seeing things. To his disbelief, however, his eyes hadn't been playing tricks on him. At the base of his wrist, right where his arm met his hand, was a thin vertical slit in his skin. As Peter looked closer, he could clearly see a white film gathered inside what appeared to be a small gland beneath his flesh. The sight made Peter want to gag, and he was overcome with horrified confusion.

"Parker, what's the problem?" Nick Fury asked him sternly with his arms crossed.

Peter swallowed the lump in his throat. _Please, please let me be wrong, _he begged, and hesitantly raised his hand and aimed it at the door across the room. He folded his middle finger and ring finger so that they pressed against his palm, thinking about what he _hoped_ wouldn't happen, but watched in disbelief as a spurt of webbing shot from the slit in his wrist and splattered against the doorknob. He jerked his hand back and shook his head vigorously.

"Oh my freaking—holy mother of—it's coming out of my _arm!" _he cried in horror, gripping his wrist in his gloved fingers tightly. "Oh my gosh, that is _disgusting! _Ugh, sick! _Ew, ew, ew_. Oh man, I think I'm going to puke."

Tony scratched his head in confusion, laughing slightly at the young hero freaking out on the floor before him. "Wait, so you can shoot webbing straight from your arms? As like a power?" He glanced down at the tiny web-shooters in his palm disappointedly. "Guess I fixed these up for nothing, then."

Peter shook his head in jerky motions. "N-no, I—I've never been able to do this before!" He gingerly moved his shaky fingers from off his wrist for a moment, then quickly grasped it again as soon as his gaze fell upon the slitted skin, shutting his eyes tight. "Oh man, what is going on?"

Nick Fury walked forwards quickly, suddenly very interested. "You mean, you've gained a new power? One you haven't had until now?" Peter looked up at the approaching man with a feeling of alarm pooling in his stomach, and nodded slowly. Fury crouched down beside him and grabbed Peter's wrist, who released it from his own grip, startled. He turned it around in his hand for a moment, pressing his thumb hard against his skin, which caused Peter's fingers to curl reflexively. His brows furled in contemplation, and he dropped Peter's hand to fall limply into his lap, then stood.

"Do what you just did again—shoot a web from your arm," he commanded him. Peter wanted to tell him _hell no, I'm not doing that again, _but melted defeatedly under his fiery gaze. With an unsteady sigh, he pointed his hand at the wall and fired a strand of webbing from his wrist once more, this time leaving it attached to his skin so that it stretched across the room tautly. He expected it to feel awful, like a vein being ripped from his flesh or something, but was surprised to find that it felt completely natural, like he was blinking his eyes or breathing. Curiously, he strummed the web with his free hand, watching it vibrate at his touch. He realized he hadn't even noticed the change while he'd been swinging like a monkey around the room. If anything, the sensation had felt _more _natural than normal, like it was something his body was designed to do. He detached the web from his wrist just by willing it to do so, and watched it lazily drift to the floor. Nick Fury stared at the web intensely, stroking at his chin.

"Stark," he said suddenly, causing Tony to glance up at him, "do you know anything about this?"

Tony crossed his arms, appearing thoughtful. "Well, according to the blood tests Jarvis ran, Scorpion's venom activated some kind of chemical reaction inside of Peter's blood that likely mutated some of his genes. It only lasted for about a minute, while he was going berserk and whatnot, so no major damage was done." He looked down at Spider-Man who was still sitting on the ground. "But maybe the radiation changed something in his DNA—some sort of trigger for dormant genetic coding, that's only now starting to make an appearance. Kind of like going through puberty, where certain things start to happen to your body only after a specific amount of time." Stark chuckled. "So maybe Peter's just going through another phase in his spidery-esk development. That would explain why this organic webbing thing hasn't shown up until now."

Peter finally rose to his feet, gripping his wrist tightly. "Spidey puberty? Oh, _gross."_

Tony shrugged his shoulders and placed his hands on his hips. "Hey, it's a definite possibility. And if it's true, there's always the chance that this is just one of many new things that your body might develop due to the changes."

The idea sparked a slight interest in Peter. He hadn't ever considered that he might receive any more powers than the ones he already had as the Spider-Man he was now, seeing that they were already incredibly _awesome. _It sounded somewhat cool and exciting though, the thought that new powers might arise overtime, but at the same time it was also a bit scary. He hoped that if that was the case and if new abilities _did_ start popping up from his body left and right and out of nowhere, they'd be less disgusting than web fluid spraying from his wrists. Peter shivered and stared down at his arm again. Stark grinned.

"Just be glad that your spider spinnerets developed on your wrists and not on your ass," he told him with a laugh. Peter glared at him through his mask, in no mood for his dry humor. Nick pursed his lips together in thought.

"Well, if any more changes do occur, keep us all posted," Fury instructed him. He then turned to face the rest of the Avengers, eyeing them intensely. "Tomorrow is a big day, everyone. It will be our first step in stopping this 'Project Chimera' from getting underway. I will need all of you prepped and ready." He blinked his single dark eye. "I will be sending an elite few of you to infiltrate the Helicarrier to steal the secret file I discovered concerning 'Project Chimera' out of S.H.I.E.L.D.'s database. There were multiple sections of the file I did not have time to look into before S.H.I.E.L.D. blocked my access to it, and I feel that we must know everything about what we're going to be dealing with before we make our move." Fury interlaced his fingers behind his back, his face stern. "After watching all of you today, I've decided that Black Widow and Spider-Man are the most physically and mentally qualified for going to the Helicarrier to retrieve the file, and the rest of you will hang back and help me direct them through the airship, along with a few other things we need to get done." Nick glanced over at Peter and Natasha, his gaze cold and serious. "Are you two good with this?"

Peter was shocked that he, the rookie of the group, was being chosen to do this super secretive and incredibly dangerous-sounding mission, but didn't hesitate in his response. He was confident in his abilities, and was ready to do whatever it took to help the people that were in danger because of him. After swallowing the lump in his throat and glancing over at Natasha, he turned back to Nick Fury, and the two of them nodded in unison.

Nick Fury clenched his jaw. "Good. Then I suppose we're done here."

Tony clapped his hands together loudly, grinning. "Alrighty then! Our two favorite little spiders, off on a mission together!" He stretched his arms in his metal suit, which whirred with his movements, and yawned. "How bout we get out of this cramped place and grab some grub before heading back to the tower? I'm buying."

"As long as its not shawarma," Natasha scoffed, crossing her arms. "I'm sick of that crap."

"I vote Chinese food," Clint suggested, ripping his arrow out of the picture on the wall. "I'm craving lo mein."

For once, everyone agreed. They all walked over to the doors, ready to leave, but found them to be still welded together.

"I'll get it," Thor stated confidently. With a wide swing, the Asgardian slammed his hammer against the doors, which caused them to explode from their hinges and roll along the ground in crumpled heaps. The impact sent cracks rippling from the hole and snaking across the walls and ceiling around them. Startled, the Avengers hastily scrambled out of the boxing gym. They spun around after they'd all escaped and watched the cracks spread across the entirety of the building, until finally the structure gave out, and it collapsed in on itself. Everyone watched as the roof caved in and debris rolled by their feet until the building was reduced to a jagged pile of rubble. They all sat there for a moment, admiring the Asgardian's handiwork. Peter laughed under his breath. Stark groaned.

"Damn you, Thor."

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><p>After they'd picked up their monster-sized order from a very flustered drive thru worker at Panda Express, they all went back to Avengers Tower. Once they'd finished off their food, the majority of them went to bed, despite it only being around <em>9 p.m.<em>. But Peter stayed awake, his web-shooters on hand, sitting at a workbench with six empty boxes of noodles stacked by his side. Despite it being gross, the fact that he'd developed the ability to shoot webbing from his wrists was actually kinda cool. Since his web-shooters were basically pointless now, he'd come up with a new use for them. All it took was a little tweaking, a bit of Phillip Phillips blasting from his headphones, and a whole lot of caffeine. He had to be ready for what was coming tomorrow.

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><p><strong><em>I love Phillip Phillips :) Geez, I didn't even realize how long this chapter is until now. Having trouble writing the next one because of so much busyness and craziness, but hopefully it will be good : ) The first part is at least entertaining, then it gets all super-cool actiony :D<em>**


	17. Chapter 17

_Disclaimer: Oh, I'm quite sorry __deary. As much as I would adore claiming ownership of the cheeky wee chaps in this tale, I'm afraid they are not mine. Bloody scones._

**_Guys, the length of _****_this chapter is scary. IT IS HUGE. The longest by far that I've ever written. That's why I had to wait until now to post it cuz it took me for freakin ever to finish it! I just really didn't want to split this into two chapters because I felt like that would be confusing, but dang, get comfortable because it is an eyeful! I really wanted my last chapter of the summer to be awesome and go out with a bang...ugh that hurts to say. Why does summer have to end? Why can't I just skip school and write this for a living? Ugh. I really hope you like it though, because it was probably the most fun one for me to write yet. So yeah, enjoy. :)_**

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><p><em>Chapter 17<em>

Steve Rogers had always been an early riser. Even though his time in the U.S. army had long since past, it felt like only yesterday his frail body was being jarred awake by a blaring siren and a furious drill sergeant screaming to everyone, _"On your feet, rise and shine!" _He rubbed at his eyes and glanced at the clock, which displayed the time of _6:12 a.m. _in neon characters. Let's just say that old habits died hard, or not at all.

He strolled into the bar area, bathing in the bright pink light of the rising sun as it spilled in through the large windows and illuminated the room. Steve yawned widely, running his fingers through his bed head and blinking his sleepy eyes a few times, until he heard the sound of liquid being poured and glanced to his right. To his surprise, standing in the bar in his robe and slippers was none other than Tony Stark, who was busy making himself a cup of coffee. He dumped a significant amount of creamer into his mug, swirled a mountain of whipped cream on top, then squirted some in his mouth before turning around to notice that he had company.

"Oh," he mumbled over the mouthful of white foam, "sup, Spangles?" He swallowed it down with effort, pounding his fist against his chest. "Mmm. Good stuff. Want some?"

"I'll take mine black, thanks," he answered with amusement in his voice. He narrowed his brow. "What are you doing up this early, anyway? I thought that was just my quirk."

Stark took another mug out of the cabinet and filled it full from the coffee pot. "Couldn't sleep. I don't know. I just hope this whole ordeal blows over quick. Guess I just keep thinking back to the Chitauri thing, and…" He shook his head dismissively, then handed Rogers his coffee. He accepted it warily, taking a small sip that burned his tongue.

"Anyway," Tony continued, slurping from his cup and wiping the whipped cream from his lips, "I've been up trying to worm my way through S.H.I.E.L.D.'s security system so we could gain access to the security cameras in the airship, but it's too damn complex for even me to handle. And I'm amazing." He hunched over his mug disappointedly, sighing. "So Natasha and Spidey are basically going in blind, and are going to have to be very sneaky with their approach. They'll only have us with our previous knowledge of the ship's layout to guide them, which won't do them much good."

Steve leaned against the island. "Well, there's no point in worrying. We'll make do."

Stark snorted. "Who said I was worried for those two?" he snapped, chugging his drink and laying it against the marble counter roughly. "If anything, I'm worried for any unfortunate S.H.I.E.L.D. agents that happen to cross paths with those maniacs. Black Widow _and_ Spider-Man? Some poor fellows are in for an _insanely _royal ass-kicking."

Steve chuckled. "I guess so." He pushed off the bar and strolled up to the window, watching cars buzz down the streets below. "Speaking of Parker, I wonder if the kid's getting any sleep. If I were in his position, I'd probably be a nervous wreck."

Tony shrugged, walking past him and staring at the extravagant chandelier swaying slightly across the room. "I bet he's fine," he assured him, then glanced to the right while taking a final sip of his coffee. When his eyes landed on the slumped over heap of red and blue, he choked on the liquid in his mouth, coughing a few times, then laughed loudly.

"I take that back," he told him, swallowing painfully. "I'm _positive_ he's fine. Looks like it, anyways." Tony strolled up to the workbench with his arms crossed, smirking. Steve followed behind him, and chuckled when he took in the sight before him. Lying facedown with his arms crossed over each other messily was Peter Parker himself, still fully dressed in his Spider-Man costume besides his mask, sleeping peacefully. He was sitting in a chair with his legs dangling underneath, collapsed over Stark's work table, which had all sorts of tools and screws and wires scattered across its surface. His thin frame rose and fell as he slept, making the spider design on the back of his costume expand and contract with his breathing. Steve placed his hands on his hips.

"Damn, he's out like a light," he said with a grin. "He must've been here all night."

"Wonder what he's been working on this whole time," Tony thought out loud, scooping a bolt off the table and rolling it between his fingers. He put his coffee cup down, smirking. "Wanna ask him?"

"We should probably just let him sleep," Steve suggested courteously. "He'll need it for today."

"Eh, you're probably right," Tony said with a shrug, "but I don't care. I'm impatient. And besides, it's payback time for that stupid Jarvis air horn wakeup thing he did to us, and this is just too perfect to pass up." He grinned evilly, drumming his fingers together. "Oh man, we gotta one-up him though. We gotta do something _much_ worse."

Steve shook his head, trying to keep himself from grinning. "You're a terrible person," he concluded as Tony laughed maniacally.

"I know I am," he agreed mischievously, then glanced over his shoulder. "Grab me that can of whipped cream over there, would you?"

* * *

><p>Peter was engulfed in a deep sleep. Being up until around 3 a.m. had left his mind and body utterly exhausted, so when he'd finally finished his masterpieces, he'd instantly conked out on the table, out cold. The sleep was sweet, but short-lived. No small noise or tiny movement could disturb his heavy slumber, such as a few quiet giggles or a couple of cabinet doors being opened and shut. He was not so easily stirred.<p>

It was, however, hard to ignore the table being pulled out from underneath him.

Peter's limp form tipped forwards, sliding out of the chair. His eyes refused to pop open until the sensation of falling suddenly jarred his body awake, and he let out a yelp of surprise. His arms windmilled in the air uselessly, and with a grunt he fell face-first into a large and rather conveniently placed bowl, which just so happened to overflowing with a fluffy mountain of whipped cream. His entire head sunk into the delicious white foam, covering his whole face and saturating all of his messy brown hair. Laughter ripped through the air around him, loud and unapologetic and undeniably familiar. A thoroughly shocked and terribly confused Peter Parker just laid there for a moment, slowly beginning to realize what was going on, until finally he pressed his palms against the ground and pushed himself up out of the bowl and onto his hands and knees. The laughter around him increased dramatically as he felt the sugary cream drip off his face, and he wiped at his eyes and mouth, groaning. Gingerly he opened his eyes, just about ready to give whoever had done this a piece of his mind, only to find himself staring down the barrel of a bright red horn. The moment it came into view, a horribly shrill blast screeched right into his face, which was quite a shock to his highly sensitive hearing. His surprise from the noise activated his reflexes, and his reflexes made his muscles spring into action before he could stop them. Peter jumped off the floor, yelping in surprise, and stuck to the wall high above the ground, his fingers and body curled close against its surface and quivering. The cruel laughing met his ringing ears yet again, and he stared down at the two people far beneath him, breathing shakily. Steve Rogers was cupping his hand over his mouth, fighting to suppress his giggles as he leaned against a chair, shoulders bouncing. Tony Stark, on the other hand, was flat-out rolling along the floor, laughing his head off with a can of whipped cream on his left and an air horn to his right. Peter felt his cheeks burn with embarrassment, and his taut muscles relaxed.

"Wow, real mature guys," he tried to retort, wiping a large amount of whipped cream off of his forehead and throwing it at their giggling faces. "I thought _I _was supposed to be considered the 'kid' around here, but apparently we've already got a pair of assholes on the Avengers who spend their free time behaving like _three-year-olds." _Peter hopped to the floor, scraping as much white cream from his face as possible, griping and grumbling under his breath. Tony was wheezing with laughter, clutching his glowing blue chest as he sat up and wiping his tearful eyes.

"Oh gosh…oh man…you…should've seen…your _face!" _Stark doubled over himself, giggling uncontrollably, and Peter had half a mind to slug him right in his smug face. He shook his hands, spraying white foam all over the place. Steve Rogers held out his arm, failing to keep himself from laughing miserably.

"In my defense," he stated breathlessly, "it was all Stark. I had nothing to do with it. I even told him not to."

"Yes, I claim full responsibility for _all _of this," Tony said proudly, panting heavily. _"Whew_. I can't breathe."

Peter ran his fingers through his now very well-conditioned hair, flicking the cream away. "If either of you wakes up with your asses webbed to the ceiling tomorrow morning, be sure to send a thank you card to the culprit, your friendly neighborhood Spider-Man."

"Oh gosh, please don't," Stark begged, puffing out his cheeks as he finally managed to calm his giggle fit and leaning back on his hands. "Okay. _Wow. _That was fun, wasn't it? Anyhoo, why were you out here sleeping at my workbench? What have you been working on all night?"

Peter licked some whipped cream off his lips, then grinned cheerfully. "Since you were so interested in knowing that you thought it was necessary to do _that,_ I'll show you." Wiping off his gloves, Peter shot a web from his wrist at the bowl of white foam, which fired from his skin with incredible speed and sharpness, and flung it right at Tony Stark. The bowl hit him in the face, splattering whipped cream all over it. At that, Steve broke into another bout of hysterical laughter. The bowl slipped off his face and clattered to the floor, and Peter smirked while Tony swiped at the melting foam, chuckling.

"Alright, I deserved that," Stark admitted, shaking his hands about, "but what's the difference between that and your normal web-shooting?"

Peter held out both of his wrists for them to see. "Since I can produce organic webbing now and I don't have any use for my web-shooters as they were before, I decided to to turn them into something new." Built into Spider-Man's gloves were two devices secured tightly around his wrists. They were sleek and black and conveniently small in size. "They're like, web-shooting enhancers, if you will. With these, I can more easily control the speed and pressure with which the web's shoot out of my wrists, and my accuracy is a lot more precise." Peter tapped on the base of the mechanisms then slowly dragged his finger upwards. "See, the webbing shoots from the slits in my wrists here, then goes through the device, and depending on the amount of pressure I place against my palms with my fingers, the webbing can fire from a maximum of six-hundred feet per second to only barely squirting out at all, like someone spitting or something. I can also control how long or short the webbing I release is a bit better, so I can either shoot a super-long strand for a really long ways, or tiny spurts of webbing like sticky bullets more easily." Peter chuckled at his own description, then stared up at the two men before him, who were gawking back with their mouths hanging open. Peter's gaze switched from Stark, to Rogers, and then back to Stark.

"What?" he finally asked, feeling uncomfortable. Tony gaped at him a moment longer, then shook his head and slapped his forehead, laughing.

"Oh man, we gotta tell Bruce. I don't believe it." He released his face and held his hand out. "Spidey, why in the_ hell_ didn't you tell us before that you were a complete and total science geek?"

Peter blinked. "I didn't—"

"I mean, I had my suspicions when I first took a look at your web-shooters," Tony continued, staring at the floor, "but this—this is just _hysterical." _Stark held his fist up into the air victoriously. "Now there's three of us in the group. We can officially call ourselves a geek squad! We can stay up all night long having nerdy conversations about quantum physics and biogenetics until we all pass out." He grinned back at Peter enthusiastically. "Man, it's a party now."

Peter chuckled, feeling slightly embarrassed. "If you say so," he said with a shrug. He looked back down at his wrists, then glanced up Stark again, grinning innocently. "There is one other _fun_ little thing I added to my web-shooters, just to give them a little extra pizazz, as inspired by my first encounter with you charming people." Peter aimed his wrists at Tony Stark and fired both at the same time. Two bio-cables shot from his web-shooters and struck his chest with a sharp _thump,_ causing him to gasp in surprise and the impact to leave a stinging sensation on his skin. Peter double tapped on the upper parts of his palms with his two fingers, and electric currents stirred from his web-shooters. They snaked down the web strands rapidly and traveled into Tony's body, electrocuting him violently and causing him to twitch and sputter. He ripped the webs off his chest, panting, and glared up Peter spitefully. Peter smiled proudly.

"What can I say? You guys left a _shocking_ first impression."

* * *

><p>Black Widow banked the jet slightly to the right, her gloved hands curled tightly around the wheel. Darkness encased the world around her, except for the buzzing island of Manhattan that sparkled far behind them and the moonlight glistening off the waters of the vast ocean below. A heavy sense of anticipation hung in the atmosphere, and she pushed a curly red hair out of her eyes. Nick Fury had insisted that they make their move at night, when there would be less activity on the airship. They wouldn't be expecting any sort of attack or break in, seeing that the Helicarrier's location was confidential to all except S.H.I.E.L.D. agents, and they probably didn't suspect anyone knew about their dastardly plans, but Nick was not taking any chances. S.H.I.E.L.D. had plenty of bases spread across the world and stationed in and around NYC, but this was the one Fury and his team were most familiar with, and the only one where they knew the secret file was being held for sure. They didn't want to go breaking into a different facility only to discover that it didn't have what they were looking for. So their only option was to fly out to the airship and see if they could catch a ride.<p>

Natasha glanced into her rearview mirror to see a skinny red and blue figure hanging upside-down from the roof of the jet, twiddling his thumbs, and smirked. "You alright back there, Spider-Man?" she asked, causing him to glance down at her.

"Yeah," he answered after a pause, rubbing at his earpiece nervously, "just haven't ever been a huge fan of planes."

After a few more minutes of flying, the enormous airship slowly became visible through the thick darkness of the night. Its bulky form was barely outlined against the sky, and Peter dropped from the ceiling, pressing his gloved hands against the glass. A chill shivered up and down his spine at the sight, and he swallowed down his nervousness. He needed to keep a cool head now more than ever. This was no time to be getting cold feet.

Natasha flicked on autopilot mode and looked over at Agent Coulson, whose fingers were flying across the keyboard on the plane's control pad. He snatched a holographic image off the screen and expanded it in the center of the aircraft for the three of them to see. The projection flickered with blue light that danced off the walls of the dark plane, creating a disturbing sort of aurora. It was a 3D image of the gigantic airship.

"This is the Helicarrier," Coulson told them, spinning the projection with his finger for a moment before stopping it with a tap. He zoomed in on the picture until the lower deck of the aircraft was large and detailed to their eyes. He pointed at the flat surface. "I'm going to fly over and drop you two on top, then you'll have to break your way in and work your way through the ship undetected until you make it here," Coulson enlarged the image and circled a room at the heart of the Helicarrier, "the archive and data storage base. It holds every scrap of information about S.H.I.E.L.D. since its inception, so security is obviously very tight. Nick Fury's access to all rooms and files has been revoked, so you're going to have to improvise. From what we know, the 'Project Chimera' file has been wiped from every system except the one in here in order to keep its contents hidden from unwanted eyes. You have to be stealthy, and keep out of sight. If either of you is caught, it could mean big trouble." He switched his gaze to Peter. "Especially you, Spider-Man. It is imperative that you are not captured, because S.H.I.E.L.D. will most definitely conduct every possible experiment on you to discover how to replicate your powers."

Peter's skin crawled at the thought of that, and he nodded uneasily. Natasha nodded as well, her eyes stony and her body language exuding confidence.

Agent Coulson crossed his arms, smiling slightly. "Alright then. Put on your parachutes and let's get cooking."

Spider-Man had never used a parachute before, but decided for once to go by the book and wear one, contrary to what most people did in all the spy movies he had seen. He wanted to believe that with his enhanced durability and bodily strength he could easily withstand the fall unscathed, but was in no mood for taking any chances. Slipping his arms through the straps, he walked into the center of the plane, where he could see a slit in the floor just below his feet. Natasha strolled up beside him, wearing her own parachute, and grinned amusedly.

"Ready?" she asked him, crossing her arms in front of her chest. Peter nodded uncertainly, his muscles rigid.

"Yeah, I got this," he answered with a slight falter in his voice, clipping the belt wrapped around his midriff together. "I've probably fallen from higher without one of these."

Natasha's face softened. "No, I mean the mission. This is about to get real now, and I need to know that you're going to have my back, and I'll have yours."

Peter looked over at her in surprise, his wide white eye lenses reflecting her face. Then he stared forward at the dark mass approaching ahead.

"Yeah, I've got your back," Peter assured her, feeling the ship begin to ascend under his feet.

"We stay together," she insisted, although there was a smugness to her voice, "as long as you don't slow me down."

Peter smiled down at his bright red feet. "Ditto."

Coulson sat at the wheel, slowing their speed as the jet reached position above the Helicarrier. He flicked at a few switches and turned a few dials, then spun around in his chair to face the two of them, smirking with his hand on a small red lever.

"We'll keep you posted as you make your way through as long as we have connection. Stay out of sight, and take out anyone who does end up seeing you."

The two of them nodded in unison, preparing for what was coming.

Coulson smiled mischievously. "Good luck, you two," he murmured, then pushed the lever forward with his hand. Peter's heart just about jumped into his throat as he felt the floor drop out beneath his feet, and he and Black Widow tumbled downwards into the black abyss.

Peter cried out in surprise at the sudden drop, but was quickly overcome with thrill and excitement as icy wind whipped past his body and his stomach turned somersaults on itself. The ocean far below glowed with silver light, and the giant airship beneath them was approaching rapidly. Natasha allowed herself to fall for a few more moments, then opened her parachute and disappeared above Peter's head. Startled, Spider-Man reached back and felt a cord on his backpack flapping in the wind. He curled his fingers around it and yanked it upwards. For a terrifying second, nothing happened. Then, a mess of cords and nylon fabric shot out from his back and expanded in the air, jerking Peter backwards violently as the wind caught in the drag. He gasped, clinging to the straps of his harness as his descent slowed, and his heart rate decelerated. Now, as he gently glided towards the airship, he felt like a tiny dandelion seed drifting in the wind. He glanced upwards to see Black Widow descending close on his heels, then looked back down. Sticking his feet out, his toes touched the hard surface of the deck, and he took a few steadying steps before catching his balance. Natasha floated down at his side as Peter's parachute settled over top of him, and he grappled at its airy surface before slipping out from underneath it. He unfastened his harness and let it slide to the ground, taking in the scenery before him.

They were standing on the enormous lower deck of the S.H.I.E.L.D.'s main airship, the Helicarrier. Its flat surface was littered with all sorts of fighter jets, helicopters, and other dangerous-looking forms of aircraft that Peter couldn't put a name to. Each of its four corners had a massive rotor with thick blades spinning rapidly to keep the giant ship suspended in the air. The sound of the rotors chopping the wind roared in Peter's ears, and he wondered who in their right mind had thought of the designs for such a bizarre piece of machinery. He glanced over at Natasha, who had rolled her parachute into a ball in her arms.

"Let's stash our parachutes somewhere in case we need them later," she instructed him, pressing her finger against her earpiece so that her voice resounded in Peter's ear. He nodded back at her, scooping up his own in a messy heap. They stuffed them behind the wheel of a small jet, then began to make their way across the deck with stealthy movements, eyes combing the area around them. They made it to the entrance of the main control room, dropping low against the ground, and peeked through the glass. Only three people were inside. A man and a woman were standing side-by-side, talking and laughing while they faced the window on the opposite side of the room, and the other man was sitting at a computer screen playing Galaga. Natasha slipped across the ground and over to the door, fishing what looked to Peter like some type of dental tool from her pocket.

"Child's play," she whispered casually, and slid the skinny end of the pick into the keyhole on the door along with a tiny tension wrench. She carefully applied small amounts pressure to the pins inside the lock, until finally a satisfying _click_ sounded. Without another noise, Natasha slowly turned the door handle, pulling her tools out of the hole, and glanced over at a rather impressed Peter Parker.

"We have to neutralize the people inside—that one guy is too close to the door for us to sneak by."

Peter nodded, blood coursing through his system energetically. "Okay. I'll get Galaga, and you get the two love birds."

Natasha smiled. "You catch on quick, Spidey. Don't cause a ruckus." With that, she carefully cracked the door and slipped through the opening in silence. Peter followed close behind, only he took a more unconventional route. He climbed up the wall and onto the ceiling, his movements fluid and stealthy. Upside-down, he crept along the metal surface, his body pressed down low. The poor man was completely absorbed in his game and hadn't a clue the masked vigilante now sat right above his head. Lowering himself on a silent web, Peter dropped down until he could practically cock back his foot and kick the guy in the forehead. He aimed a web-shooter at the man's face, and after a moment of hesitation, he fired a thick blast of web fluid from his wrist that splattered across his eyes, nose, and mouth. The man jumped back in surprise, mumbling fearfully around the webbing, his headset slipping off his ears. In a flash, Spider-Man snatched him up with a his webs, encased him in a cocoon, and webbed his squirming body to the tall ceiling. He felt a tinge of guilt for restraining the man in such a cruel way, and crawled up beside him to peel the webbing off his nose so he could breath. Now blinded, gagged, and totally incapacitated, the man moaned miserably, clearly defeated. Peter marveled at his handiwork for a moment, then glanced over where his teammate was. The sight made a horrible chill dance up his spine.

Natasha Romanoff was slowly creeping up behind the laughing couple, tip-toeing across the floor. In her hand Peter could clearly see the glint of a vicious-looking knife. When she was within range, she raised the blade up by the young woman's neck, preparing to slit her throat.

A hand suddenly grabbed Natasha firmly by the wrist and forced her arm upwards, the knife she held narrowly missing the lady's nape. The back of a fist slammed into the female S.H.I.E.L.D. agent's head, then a red and blue leg swung around and delivered a powerful roundhouse kick against the side of the man's temple, causing both of them to collapse to the floor without uttering a peep, out cold.

"What's wrong with you?" Natasha scoffed, wrenching her arm free of Spider-Man's strong grip. "I had them."

"What's wrong with _me?" _Peter hissed back at her, having trouble keeping his voice low. "What in the hell is wrong with _you,_ Romanoff?" He stared down at the knife clasped in her gloved fingers, fury expanding in his chest. "You were just about to kill them! I saw—you were about to stick a knife into that woman's throat for no reason!"

"It wasn't for no reason, Spider-Man," she growled, narrowing her eyes. "I was doing what Coulson told us to do to make sure we got through here without being detected."

"Obviously you and I have a much different view of what 'neutralize' means!" Peter almost yelled, his fists balled at his sides. "We don't have to kill people to get this mission done! We can sneak around those who we don't need to directly engage with, and restrain those who we do. If we just go around murdering people left and right, then we're no better than the damn people who are killing off humans for their 'Project Chimera' cause!"

Peter could see guilt enter Natasha's wide eyes, and she crossed her arms against her chest, hiding her emotions beneath a fierce irritation.

"Fine. If you want to do this the hard way and risk both of our lives by showing mercy on these damn assholes, be my guest. It's going to be a lot more difficult for me to take out these people undetected that way, though."

Peter grabbed a keycard from the woman's pocket, encased the two unconscious agents' bodies in webbing, and stuck them to the ceiling, then glared at Natasha coldly.

"If you can't handle it, then let me do the rest of the 'neutralizing' from here on out, got it?"

Agent Romanoff snorted, shaking her head. "I'll manage. Not going to let some smart-mouth kid in spandex one-up me."

Spider-Man nodded, glad that she wasn't going to be trying to slit anymore throats. He gave the three trapped people an apologetic look, thankful that they were okay. He wondered if any of them had families back home who would miss them if they died. The thought made him want to grab Agent Romanoff by the collar and start slugging some sense into her, but he restrained himself. This wasn't the time nor place for a morality lecture. He released a shaky breath from his lips, then turned on his heels towards the door, and after scanning the card to unlock it, the two exited the room with caution.

_Have…two…made it in? _a familiar voice suddenly cracked in Peter's ear, causing him to jump slightly. He climbed up the wall and onto ceiling, feeling a bit more comfortable crawling above the narrow hallway than walking through it.

"Yes, we're in," Natasha answered Nick Fury quietly, pressing a finger against her earpiece. "Thanks for the late check-in. I can barely hear you, though. We just entered sector two. Where do we need to head next?"

_You…to get…floor up, _Fury tried to tell them. _Go through…doors…elevator…right._

The two followed his scratchy instructions, easily getting into the next hallway with a swipe of their stolen keycard. Natasha tried to ask him where to from there, but all she heard was white noise on the other end, and she sighed agitatedly. They came upon a set of elevators, but were this time denied.

_Retinal scan required for entrance, _an automated female voice informed them. Natasha groaned.

"Knew we should've killed one of those two and stolen their eyeball," she grumbled under her breath, swirling her knife in her fingers.

"Shush," Peter hissed at her. "We'll figure something out. Just let me think."

In that moment, the elevator before them pinged loudly, and the two metal doors slid open. They both stood frozen as a large man appeared to them inside, taking a bite out of his sandwich and holding a phone against his ear and shoulder. He laughed over his food, glanced upwards, and was greeted with a knife at his throat and a hand over his mouth. Natasha shoved all three of them into the elevator, and the doors shut behind them.

The agent's eyes were wide with terror, and his phone and food dropped to the floor. Peter reached down and scooped up the cell.

_Hey, Rodney? You still there? Dude?_

With a flick of his finger, he hung it up, then dropped it back to the ground.

"So, Rodney, huh?" Natasha cooed with a smirk on her lips. "I like that name. How's it hanging?"

The man's eyes were wide with terror and he was breathing heavily. He switched his gaze to Natasha, then Spider-Man, then back to Natasha.

"Now, I'm going to take my hand off your nasty mouth," she hissed at him, "and you're going to answer all of our questions, _quietly."_ She laid the flat end of the blade against his neck. "Anything louder than a whisper out of you, and your head will be rolling along the floor. Got it?"

The S.H.I.E.L.D. agent nodded vigorously, and so she slowly took her palm from his face, shaking it around a bit in disgust. He leaned back against the wall, his breathing strenuous.

"First question," Natasha began cheerfully. "How do we get to the archive room from here?"

He swallowed frantically. "Down one floor, through a long hallway, take a left at the end, and you'll find a small staircase leading to the entrance." Then he faltered. "B-but, you can't get in there! Even I can't! You have to have one of the superior S.H.I.E.L.D. agents with you."

Natasha laughed quietly. "Man, it didn't take much to get you to squeal like a pig. Evil S.H.I.E.L.D. must be _really_ desperate for new agents if they hired a moron like you."

Peter chuckled slightly under his breath. "Just get whatever information that you can out of him so we can go."

The man looked over at Peter, and an excited smile brightened on his face. "Hey, you're Spider-Man!"

Peter stared back at him, feeling a bit uncomfortable. "Yeah."

"Oh, man! I thought you were dead! Dude, you're like, the coolest guy _ever. _The way you swing on those webs and save people. Like, _awesome!"_

Peter did his best to suppress the laughter that had stirred within him at that. "Uh, thanks. Although you should probably stay focused on answering her questions, bro."

The man glared at Natasha. "What's a guy like you doing with this lady? And why are you breaking into S.H.I.E.L.D., anyway? I thought you were a good guy."

"S.H.I.E.L.D. has become corrupted," Natasha informed him sternly, her knife never leaving the surface of his skin, "which leads me to my next question. What do you know about this 'Project Chimera' thing that S.H.I.E.L.D. is up to?"

The man wrinkled his eyebrows in confusion. "What does that even mean?"

Agent Romanoff pressed the blade hard against his neck, causing him to flinch. "Don't play dumb with me! Just answer the question."

"No, I swear!" he whimpered. "I really don't know what you're talking about! I've never even heard that name before—'Project Chimera'."

Natasha glanced at Peter, and they shared a puzzled look for a moment before she turned back onto the man.

"If you're lying to me, you're going to regret it," she growled at the cowering agent.

"I'm not lying! All I know is that I've never heard of that before!" He blinked for a moment, as if in thought. "Unless you're talking about that thing they doing with the prisoners, but that has a different name."

Romanoff gripped the man firmly by the collar and shoved him into the corner. He stumbled backwards, gasping.

"What 'thing'? What 'prisoners'?"

"I—uh—that deal they started with the prisons awhile back! They take people from the prisons and help them become productive or whatever!" Sweat dripped down his forehead as he spoke. "From what I know, they offer people living on the street the opportunity to work in the labs as cleanup crew, since no one ever wants to do that job. They also take in prisoners—a bunch of prisons have started giving some of their criminals to S.H.I.E.L.D. to work here and be taught by the staff how to become better people. Since S.H.I.E.L.D. is all about security or whatever, they want to help people who originally made the world an insecure place become people who will be productive in society. I believe they're calling it 'Project Revival,' though." The man's eyes sparkled. "Isn't that kind? It's about time S.H.I.E.L.D. started getting more directly involved with the public. Now, our overall public support is higher than ever!"

A heavy silence hung over the room. Natasha slowly released her hold on the man's collar. Peter grabbed his head in his hands for a moment, then slammed his fist against the wall, leaving a deep dent in its metal surface and causing everyone to jump.

"Don't you get it?" he hissed between his teeth, laughing in spite of it all. "They're using the prisoners and the people desperate for jobs as their damn lab rats for their experiments! They just slapped a fancy title and cover story on top of it so people would walk right into their trap."

Natasha's face had gone pale. "That's where they're getting all of their test subjects from—why there have been so many volunteers."

Peter marched right up to the S.H.I.E.L.D. agent, causing him to shrink back in fear.

"How long has this been going on? When did S.H.I.E.L.D. start this 'Project Revival' thing?"

The man looked thoughtful for a moment, wiping the sweat off his forehead. "Um…it's been going on for about half a year now, from what I know. At least in S.H.I.E.L.D., anyway."

Natasha shook her head in disbelief. "How has nobody taken notice of this by now? Fury would've found out if it's been happening for that long, I know it."

"Wait," Spider-Man stated, holding out his hand, "what do you mean 'at least in S.H.I.E.L.D.'?"

The man blinked, furrowing his brow. "Well, S.H.I.E.L.D.'s been helping people like this for a long time, but some other company teamed up with them…with a fancy-sounding name…"

Peter swallowed uneasily. "Oscorp?"

The man perked up. "Oh yeah. That's it. Oscorp. S.H.I.E.L.D. agreed to partner with them to help with the project only recently last month."

Romanoff stared at Peter, a horrible realization settling over both of them.

"It's been a scam this whole time," she whispered.

Peter interlaced his fingers behind his head, sighing heavily. "They planned it from the beginning. They started it to seem like they were helping people, and carried it out that way for a long time in order to create a false sense of security and trust among the public, the police, and people looking for jobs. After that had been established, they teamed up with Oscorp and started using them as guinea pigs for their cross-species experiments." The words coming out of his mouth made a sick feeling twist in his stomach, and he leaned against the wall, incredibly frustrated. Black Widow pinched the bridge of her nose and shook her head.

"Well. Hasn't this been a most lovely development in our fun little field trip," she muttered. After a moment in thought, she glanced over at Peter, her eyes intense as she placed her hands on her hips. "We don't have time to mull this over right now, though. We still need to get that file. We'll fill in the rest of the team later."

A terrified expression settled over the S.H.I.E.L.D. agent's face, and he grabbed Natasha by the arm. "I…I can't let you do that," he began, his voice shaking. "You can't take anything from the archive room. That's against the rules, and I'm not just going to—"

With a sigh, Peter aimed his wrist at the man's face and shot a blob of webbing over his mouth, causing his words to catch in his throat. He screamed in surprise, his voice muffled over the webs, and he clawed at his encased lips. Natasha ripped her arm out of his grip and elbowed him the stomach before flipping away and landing beside Spider-Man. Peter coated the agent's entire body with webbing until the poor man was trapped against the corner of the elevator, twitching and whimpering helplessly.

"Sorry, Rodney," Peter apologized, slapping his gloved hands together. "It's nothing personal. S.H.I.E.L.D. is not what you think it is, and we have to stop them. Thanks for all your help." He looked over at Natasha, who appeared slightly disgusted.

"Is that stuff seriously coming out of your arm?" she asked him, wrinkling her nose.

Peter felt his face flush slightly. "Well...yeah."

"And you're shooting it into people's _mouths?"_ she scoffed, pretending to gag. "That's just nasty."

He rubbed the back of his neck sheepishly. "It's basically the same as my other web fluid, only now it's…uh…'produced' by me."

Natasha laughed. "Yeah. Exactly my point. _Ew."_

Spider-Man shook his head, his cheeks burning. "Whatever. Where to now?"

Romanoff walked over to the control pad on the elevator and pressed one of the buttons with her thumb. "Let's see if we can find our own way into that room, since Fury and everyone else won't pick up."

The elevator rose slowly to the next floor up until coming to a shaky stop. The doors pinged and slid open to reveal an empty hallway. Natasha crept out, but Peter hung back for a moment.

"Whenever you get out, make sure to tell people about the horrible things S.H.I.E.L.D. and Oscorp have been doing behind everyone's backs. A message from your friendly neighborhood Spider-Man." With a small salute, he slipped out of the elevator, listening to the man's strangled murmuring stop abruptly as the doors shut behind him.

The hallway had an ominous feeling to it. Dim lights glowed along the floor, meagerly piercing the darkness that shrouded it. Spider-Man crawled onto the ceiling and Black Widow snuck along the ground, her body low and her knees bent. Her hand hovered over the taser on her utility belt, and Peter's fingers gripped against the ceiling as he crept across its surface. Their movements were silent. Finally, after a long and suspenseful trek down the narrow hall, they came upon a staircase on their left that led down to an impressive looking pair of doors. In large, capitalized letters sprawled across their surface read: _NOTICE: AUTHORIZED PERSONNEL ONLY. _There were two scanners: one for a handprint and one for an eye, as well as a keypad to type in a code. Natasha whistled in awe.

"Damn. A little overkill on the security systems, don't you think?"

Peter groaned. "Now what do we do?"

Romanoff stared at the door for a moment, then walked back into the hallway, looking up at the ceiling.

"There has to be some sort of ventilation system going through there," she told him, her hands on her hips. Her eyes caught something far down the hallway, and she pointed. "There. See that air duct on the wall up there?"

Peter dropped from the ceiling and followed her finger to where the grate was on the wall. At the sight, he frowned. "The ventilation shafts? Really? Does that actually ever work?"

Natasha shrugged. "It might. We don't have a lot of options at this point." She turned to face Spider-Man, laying her hands on his bony shoulders. "Okay, so here's what we're going to do. You're going to crawl into that air duct and see if you can find a way into the room _that_ way, and I'll stay here and try to find a way in through _this_ way."

Peter crossed his arms. "Whatever happened to the whole 'we stay together' thing?"

"Desperate times call for desperate measures, Spidey," Natasha told him, giving him a playful shake. "If anyone passes by who I can snatch up and get to let me in, I will. If you find a sneaky way in through that way, then even better. It'll be fun. Besides, this way, we have double the chance of finding a way in."

Peter was not convinced. "I don't know. I still feel like it'd be better if we didn't split up."

Natasha smiled. "Who's the one with the vast experience in spy work around here?" she said coolly. She tapped on her earpiece with her index finger. "If anything goes wrong, we can alert each other or call for help through these. I think we'll be in close enough range for them to work. Just stay quiet, and keep out of sight. We'll rendezvous back here if neither of us can get through in the next hour. Alright?"

Peter stared at her for a moment, wondering how she got involved in all this super secretive spy business in the first place. Then he sighed, uncrossing his arms and grinning under his mask. "Fine. I'll race you to it, then. First one to get the secret file gets to make the other person do whatever they want for a day."

Natasha laughed at that. "You're such a kid. Alright, it's a deal." She clapped Peter on the shoulder a couple times, then shrunk back down the short stairwell, vanishing into the shadows. Peter watched her disappear like a ghost, praying for any hapless idiot that happened to cross her path, then turned around to face the dark hallway. He walked the long stretch of tile floor apprehensively, his breathing the only sound that resonated through the hall, until finally he stood below the grated air duct. He crawled up the wall, grabbed the thin bars in his fingers, and spread them apart with ease, then slipped inside like a devious serpent, reaching back and replacing the grate before staring forward into the black void before him. He took a steady breath, trying to keep his cool, then began crawling through the metal tube silently, his body pressed close to the ground.

Spider-Man continued slipping through the ventilation shaft for almost thirty minutes, finding many places where the duct fed into but none looking anything like some sort of archive room. He kept trying to find some way to loop back around to where he'd started, but began to feel a bit turned around. The sweat pouring down his face and the walls pressing up against his body slowly started to grow unnerving, and he stopped for a moment, pulling up his mask and wiping his dripping forehead. What idiot had thought up the brilliant idea of sneaking via air duct in the first place? He began to seriously regret ever going along with Black Widow's plan. He really wished she had come with him. Maybe a few cheeky jokes on her part would calm his unsettled nerves. Any company—any sign of life, really—was what he was craving, and also maybe a way out of this cramped ventilation shaft. Peter had never been one keen to experiencing claustrophobia, but as he sat there, perspiring heavily and struggling to calm his ragged breathing, panic at how trapped he felt began to well within him. A terrible desire to just go ballistic and break himself free of his four-walled prison coursed through his muscles, but he managed to contain himself. He'd just hop out into the next room he came upon to take a breather, then slip back into the air duct after he'd regained his composure. He pulled his Spider-Man mask back over his face and went back to his crawling, eyes searching desperately for a way out.

_Kill…_

Peter froze, his body going rigid as a statue. A single drop of sweat slipped between his eyes and down his cheek before melting into the red fabric of his mask, and his breath caught in his throat. He sat there for a moment longer, his muscles stiff with fear, wondering if he'd just imagined the whispery voice he thought he'd heard, until finally he began creeping forward again, assuring himself he was just hearing things.

_Kill!_

This time, Peter jumped in terror, his head slamming against the metal roof above him and leaving a dent before he scrambled as close as he could against the wall, wrapping his arms around his legs and gasping. The voice was louder now, sounding close and creepy and ready to pounce on his skinny body and rip his throat out at any moment. He clasped his hands over his ears, shivering with his eyes closed.

"You're just imagining it," Peter told himself feebly, curling his toes against the ground. "C'mon! Get it together, Parker."

_My kill!_

Peter gasped at how close the voice was now, and slowly glanced to his left, his body hot and sweaty and quivering with fear. On the wall just a few steps away was another grate leading to the next room, stripes of dim light pouring through the thin bars. Slowly, Peter unraveled from his fetal position and crept over to where the grate was, anxiety lodged in his throat. He sat down in front of it, his eyes taking in the two small forms and the intricately designed fibers settled across it, and shook his head.

_No, there's no way…_ he tried to tell himself, but felt a horrible chill crawl up his spine as the tiny creature traipsed across the thin mesh and up to the other mass, which was twitching and flailing helplessly, before the voice spoke again.

_Kill! Kill! _Peter could hear, although it sounded as if the voice wasn't speaking aloud, but rather in his mind. He stooped down and pulled up his mask to get a better look at the two little forms, and felt sick to his stomach as his terrible suspicions were confirmed.

Crawling across a beautifully crafted web that was stretched across the air duct grate was a small brown spider. The arachnid slithered up to the fly that was kicking its tiny feet and buzzing its trapped wings in a fruitless effort to escape, then began to spin the insect in circles with quick movements from all eight of its hairy legs, encasing its body with webbing from the spinnerets on its abdomen. Pretty soon, the fly was completely cocooned, and Peter watched as the spider crawled on top of the vibrating sack and bit into it deeply, injecting the insect with venom, and eventually causing it to go still. The arachnid began to feast on the fly's digested insides, tearing out small globs of goop with its pedipalp and pulling them into its squirming jaws. Peter was just about ready to vomit all over his feet at the sight, but instead decided to try something rather stupid.

"Um, hi there," Peter whispered, inching closer to the feeding arachnid. The spider continued to consume the fly without another sound, entirely engrossed in its meal. Peter lifted his hand and reached his finger forward, wondering if he really was just going completely insane, almost hoping that he was, until his fingertip was just about to touch its hairy body.

_My kill! _the spider hissed at him, flinching back against the web and coiling its legs around its prey. _Mine!_

Peter jerked away in surprise, his limbs shivering. "Oh gosh. This is not happening. Not again, not this soon!" He curled against the wall, his legs pressed up against his chest and his fingers digging into his scalp, moaning. "Please don't tell me I'm talking to a damn spider. I can't deal with this right now. Not now." Peter's hands slid down over his face, his fingertips pressing hard against his eyelids. He sat there for a few moments, breathing shakily, wanting to just collapse to the floor and maybe die a little. That sounded nice just about now. Then he slapped himself in the face, pulled his mask back on, and stretched forwards again, his eyes refocusing on the hairy little creature clinging to the shiny web. He wondered if the arachnid knew his way around this place. The idea of asking a spider for directions made Peter want to laugh out loud, but he coiled his fingers around the bars of the grate and leaned towards it, preparing to do just that.

_BAM. _A sound like a nuke going off suddenly exploded far behind Spider-Man and sent a tremor quaking across the walls around him. The sudden noise scared Peter so badly that he shot forwards, shoving himself straight through the grate's thin bars and the curtain that had been laid across the air vent. Bright light invaded his eyes as he tumbled forwards, and he felt himself land hard against something flat, the sound of glass breaking around him echoing in his ears. Peter laid there for a second, groaning, until finally he pushed himself up o to his hands and knees, shaking his head and cupping his temple in his palm. He blinked his aching eyes, having trouble adjusting to the harsh light, then lifted his squinty gaze to stare around the room. What he saw just about made him want to pee himself.

Standing all around him, dressed in white coats and yellow gloves and surgical masks and goggles and clutching all sorts of pointy objects in their hands, was an army of S.H.I.E.L.D. scientists. They all stood frozen, standing over whatever disturbing thing they'd been working on before their unexpected red and blue visitor had landed on the table before them. Peter scrambled to his feet, his breathing and heartbeat intensifying as his head swiveled around, taking in all of the people in the enormous science lab as they gaped back at him. Everywhere he looked, he saw spiders—sitting in cages, clinging to the edges of vials, being held in between tweezers, cut open and being dissected with needles, scattering across the floor where the bottles he'd broken were smashed into tiny pieces. Peter could hear their agonized voices pressing against his mind, but he willed them not to be heard, and so everything became silent once more. _Oh crap, _he thought in terror, _this is bad._ There was an incredibly awkward pause as everyone stared at Peter, wide-eyed, until finally a single voice rang out over the silence.

"What the hell?" they gasped in disbelief. "It's Spider-Man!"

Startled, one of them stumbled backwards and flipped up a clear plastic container on the wall, then slammer his fist against the large red button underneath, causing an alarm to start blaring wildly and lights to flash from the ceiling.

"Quick—don't let him escape!" someone cried out. In an instant, all of the scientists had drawn guns from holsters on their hips and were pointing them at Peter's thin frame. His spidey sense went haywire inside his skull, and a horrible fear clawed at his heart as he watched a sort of demented eagerness enter all their wide eyes, as if they were just _dying_ to strap his body to a table, slice open every little inch of him, and dissect his innards to find out exactly what made the famous wall-crawler tick. In that moment of pulse-pounding, blood-rushing, muscle-coiling adrenaline, Spider-Man's body sprang into action, and his survival instincts took control.

So much for the whole "keeping quiet" and "staying out of sight" thing.

Peter flung himself off the table and rolled across the floor, hearing the popping of gunfire explode all around him. He sprang up in front of one of the scientists who had his gun pointed right at Peter's face and shoved his arm upwards, causing him to shoot at the ceiling and send debris raining to the floor. Peter kneed him in the nose and fired a web at the ceiling, bullets whizzing past his skin. He stuck to its surface, ducking and dodging, and shot two more web strands at a pair of S.H.I.E.L.D. agents, which struck against their chests with immense force. With his middle and ring fingers, Peter double tapped against the upper part of his palms, and currents of electricity snaked down the webs and into the scientists' bodies. They cried out in pain, and Peter whipped their twitching forms against four other men, causing them all to tumble to the ground in a messy heap. A bullet suddenly zipped right past his ear, and with a flick of his wrist he disarmed the culprit, sticking his weapon to the ceiling. He swung low on a bio-cable, his legs out in front of him, and slammed his feet against a couple more agents while sending more glass containers of spiders smashing to the ground. He landed on the tiled floor in a low crouch, breathing harshly, his eyes whipping left and right beneath his mask. He could feel himself being surrounded, the barrels of a dozen guns aimed at his rigid form. Peter allowed his eyelids to slide shut, and he waited patiently, listening to the beating of his heart against his ribcage and marveling at the rush of adrenaline through his blood. He listened intently, his muscles tense with anticipation. A shard of glass slipped off the edge of the table and dinged shrilly as it clattered to the floor.

_BANG. _As soon as the first scientist's gun fired, Peter flew across the room and snapped his arm clean in half, a sickening_ pop_ ringing in his ears. The man cried out in agony, clutching his mangled limb, and Peter whipped his legs against his knees and caused him to collapse to the floor. In a flash, he was on the next man, punching him in the face and kicking him in the chest, and then to the next, slipping between his legs as he shot at the floor and chopping the side of his hand against his neck as hard as he could, causing him to sputter and fall. Peter had never felt himself move so fast before in his whole life. He felt like a bolt of lightning that was rolling and sprinting and flipping and dodging every which way, claiming a new victim before any of them had time to react. Another bullet zinged past his nose, and Spider-Man fired a web at the weapon and ripped it from his hand, whipping it around his head before smacking the gunman in the face with it. He began shooting off quick spurts of web fluid from his wrists that splattered over the men's eyes and mouths and over the barrels of their pistols, causing many to collapse to the floor to try to peel the sticky mesh off their skin. Peter sprang up from the ground and onto the ceiling, firing another web-line at woman who had a menacing-looking scalpel in her hand, as if she was ready to start sawing away at his flesh right then and there, and flipped her onto the ceiling, sticking her there with a thick coat of webbing.

That's when Peter's spidey sense went off like a bomb, warning him of danger coming from five different directions. The world seemed to sink into slow motion, the flashing lights above his head blinking on and off sluggishly and the alarms blasting in his ears slackening to elongated whirls. A quintuplet of bullets was making their way towards his red and blue body pressed up against the ceiling, their small lead forms itching to pierce into his sweaty skin. Peter's fingertips released their hold on the upside-down surface, and he began to fall slowly to the floor. He arched his spine over the first bullet, feeling the wind whip past his shoulder blades, curled his knees against his chest to dodge the second, dropped his head back as the third buzzed above his throat, kicked his legs out as the fourth barely missed his stomach, and lastly twisted his body in the air as the final bullet zipped up from beneath him, zooming past his lower back and shattering the fluorescent tube light above his head, causing sparks and glass to rain across his falling form. Finally, he dropped to the floor on the tips of his fingers and the balls of his feet, feeling the sharp shards bounce off his body and listening to them ping against the tile. He breathed heavily, sweat trickling down his back, and slowly opened his eyes. His pupils focused in on what was underneath him, and his spidey sense was pounding against his skull before he was fully aware of his situation.

Lying beneath him was one of the scientists he'd taken out before, whose eyes were wide and nose was bleeding. The man's teeth were clenched tightly together in rage, and to Peter's horror, he suddenly felt something hard and cold prod against his stomach. His body reacted instantly, rolling to the right with jerky movements, but instantly wasn't quick enough.

_BANG._

A sharp pain exploded through Peter's abdomen, and he collapsed onto his stomach, gasping. His vision blurred as the agony began seeping from the hole ripped through his flesh, spreading throughout the rest of his body. Black splotches dotted the edges of his vision. The bullet had shot straight through him, just to the right of his belly, and he clutched the entry wound, having trouble steadying his breathing. He curled his fingers against the tile, and with effort he pushed himself up onto his hands and knees, not allowing himself to be beaten so easily, only to feel a foot press against the back of his neck and shove him back down against the floor. The barrel of a gun was placed against the side of his head, and he heard an unsettling _click_ vibrate against skull.

"Don't kill him," one of them instructed, and Peter began to panic as multiple pairs of hands began lying on top of him to hold him down. "He's no good to us dead."

"Let me go!" he screamed, squirming under their grip as his wits returned to him, only to feel them press his body down harder.

"You saved us a lot of trouble by just waltzing right in here, Spider-Man," the scientist said smugly. He glanced around the devastated room and at the people sprawled across the floor for a moment, frowning slightly. "Well, not a _lot_ of trouble. You did a number to this place, but none of these spiders are worth a damn thing. Not now, when we have _you."_

Peter's breathing became quick and raspy as terror began to overcome him, and he willed his trapped limbs to move. Slowly, and to everyone's surprise including his own, he began to push himself up off the floor. Some of the scientists began to flat out _jump_ on top of him to try to keep the masked vigilante from moving, but still he continued to rise. He got to his hands and knees, the weight upon his body incredible, and began to thrash about. Peter swung his fist forward and clocked one man in the face, kicked another off his leg, and elbowed a third on his back between the eyes. He felt one of them wrap their hands around his throat to try to suffocate the air from his lungs, and more began to bend his arms against his back, but he spun his body along the ground, now facing them. He kicked one of them in the temple, head-butted another, then ripped his arms out from underneath their bodies. Pressing his fingers hard against his palms, he fired two strands of webbing against the wall across the room and began to pull himself free. Another gunshot rang in his ears, and he felt a horrible pain blossom on his right shin, but he only yelled and wrenched himself forward, slipping out from underneath his captors and springing up onto the wall. Men and spiders littered the floor, and his heart was beating intensely. He needed to escape. Peter shot a web at the ceiling, swung above the heap of bodies writhing in the center of the room, and burst through the door on the other side. He rolled across the floor, groaning with pain, but quickly scrambled to his feet. He coated the hinges and edges of the door with webbing so that the people inside were trapped. With a heavy limp, Spider-Man began running down the hallway, having no idea where he was or where he was going.

After a while of pathetic jogging, he gave up and crawled up onto the wall, pressing his hand against the bullet wound on his torso and leaning all his weight on his uninjured leg. His breathing burned in his throat, and he laid the back of his head against the wall, moaning with his eyes closed. _Natasha, _he managed to remember in his scrambled mind. _Got to tell her. _With trembling fingers, he released his punctured flesh, the fabric of his gloves thoroughly saturated with blood, and pressed his forefinger against his earpiece.

"Agent…Romanoff?" Peter gasped, looking down both ways of the hallway to make sure he was alone. "You there?"

_Spidey? _he heard a panicked voice answer, sounding out of breath.

"Are you…alright?" he coughed, watching dark liquid drip down his leg and onto the floor.

Natasha laughed nervously. _Well, I got the file. But now I'm trapped in some type of lounge a little ways away from the our rendezvous point. I've barricaded the door, but I'm completely surrounded._

Peter was shocked. "How did manage you get inside the archive room?"

There was a pause on the other end. _Well…I may have kinda shot a rocket launcher at the door…_

"You _what?" _Peter hissed, grimacing as a deep pain ripped through his insides. "That giant explosion was _you?_ Where did you…how did you…?"

_I found the weapons development room after a quick snoop around the floor, scanned some random dude's eye to get inside, and there it was just sitting there. So yeah, I took it and blew the door open._

"You could've warned me!" Peter snapped furiously. "I almost died because that explosion scared the living crap out of me and I fell into a freaky science lab full of people who wanted to dissect me! I barely got out without being caught!"

Natasha faltered. _Oh…haha. Sorry, Spidey. It was getting kind of dull on this end, so I wanted to spice things up._

"Coulson told us to do this without being noticed!" Peter yelled at her. "Thanks to you, there are sirens going off everywhere, the entire damn ship now knows we're here, and I've got two bullet wounds in me!"

Natasha paused for a moment before heaving a sigh. _Alright, alright. I'll admit it wasn't my best idea. But after I stole the rocket launcher, an entire armada of S.H.I.E.L.D. agents came up the elevator and were heading my way. I can't exactly crawl up the wall and hide on the ceiling like you, so I improvised._

A sudden ruckus sounded on the other end, and he heard Natasha gasp. Gunfire exploded dully, and Peter's heart jumped into his throat.

"Romanoff? Agent Romanoff, are you okay? Answer me! Natasha?"

The earpiece was silent.

Peter's hand dropped to his side, and he puffed out his cheeks. He had to find his way back, _fast. _With a groan, he coated his injuries in thick globs of webbing, hoping that would be enough to keep his insides _inside_ for now. After that was done, Peter pushed himself off the wall and landed on the ground, sharp pains shooting up his leg and rippling from his abdomen. He rose from his crouch into a standing position, clutching the area below his ribcage as lights flashed all around him. Peter hoped this was the right direction.

A crash sounded from behind him, and he spun around to see a couple of the scientists worming their way out of the door's now shattered window, screaming as spiders crawled all over their bodies. Peter fired webbing from his wrists at their faces, causing their yells to become muffled. They fell backwards, pulling at thick webbing uselessly, and Peter huffed quietly. He didn't have time for this. His teammate was in trouble.

_BAM. _Peter's spidey sense erupted in his brain just as the gunshot rang out from behind him. He tried to sidestep as usual, but his injured leg was stiff and he hesitated for just a moment. That was enough, however, and he felt something strike hard against his left shoulder. He jumped in surprise and stuck to the wall, shivering and curling his fingers against its surface in fury. Behind him stood an army of darkly-dressed men all pointing strange-looking guns at Spider-Man's red and blue form, and he cursed under his breath. He'd just about had enough with people pumping him full of lead for one day, although he was surprised at how well he was holding up with now _three _bullet wounds through his skinny body. Peter reached back to rub at his aching shoulder, expecting to touch something warm and wet, only to feel his hand caress a small object. It was wedged deep into his skin. Fear pooled in his stomach, and he coiled his fingers around its small form, then wrenched it out, grimacing. He held it up in front of his face, narrowing his eyes, and felt his spirits plummet. In his hand was something _much_ worse than a bullet. It was a long, thin dart with a feathered end and a sharply needled tip with a small insignia etched into the silver barrel. _Oscorp Industries, _it read, and terror flooded through him.

"That's a tranquilizer dart," the man in the front of the armed crowd informed him pointedly. "A very strong one, at that." He smirked, tapping his thumb against the grip of his gun. "Its potency is capable of knocking out six regular men in a matter of minutes. Oscorp had your abilities in mind when they designed them for us. I'm not sure how long it will take for the sedatives to take full effect on you, Spider-Man, but we can wait. You don't look like you're in much condition to resist us."

Peter's muscles coiled against the wall, the expression on his face beneath his mask evoking a deep fear. He couldn't let these people capture him. He couldn't allow it to happen. Not just for his own sake, seeing that he most definitely did _not_ want to be taken apart and studied like a dissected pig, but for the sake of everybody he'd be placing at risk because of it. If he didn't get to Natasha and the two of them didn't escape with the secret file, they would fail everyone. And if these mad scientists _did_ get ahold of him and somehow found a way to use his powers for their devilish schemes, he'd be putting the entire world in danger. This sensation felt all too familiar, except this time it was so much worse. Peter stared down the hallway at all the intense faces glaring up at him, waiting for him to make a move, and he swallowed frustratedly. He had landed himself in the pit of hell.

Peter hadn't even fully comprehended the thought before his body made the move. He aimed his wrist at the ceiling, fired off a web strand that stuck to the bulb glowing across its surface, and double tapped his fingers against the top of his palm. Electricity coursed down the webbing and into the light fixture, and with a sharp_ pop,_ the lights across the entire hallway brightened brilliantly before exploding and going out, leaving everyone cloaked in darkness. Yells of surprise and fear cried out from below, and Peter shot a web out in front of himself, blind and disoriented. Like a wild monkey swinging through the trees, Spider-Man brachiated down the hallway, alternating between his left and right web-shooter as he flew above the hollering people, who began firing their weapons spastically. He zipped forwards for a long ways, never looking back, having nothing to look back at except blackness, until he felt himself slam roughly into a door. His aching body collapsed to the floor with a grunt, and he sat up quickly, reaching outwards. He groped around the closed doorway blindly, his heart beating violently in his ears, until his fingers bumped into a small, familiar box. Praying that he was correct, Spider-Man reached into his spidey boot and slipped out the keycard he'd stolen. He grappled at the box until he touched what felt like a flat screen, then held the card up in front of it, waiting. For a moment, nothing happened, and he wanted to scream. Then, to his unbelievable relief, the door buzzed, and a green light illuminated in the darkness. Peter shoved through the doors, bright light pouring into the dark hallway, and slammed them behind himself. He webbed them shut, twisted the door handles together with his immense strength, then took off down the hall.

The first sign that something was wrong inside him began to make an appearance. The room suddenly felt like it was swaying underneath him, and he stumbled on his own feet, nearly tripping. His body felt like it was slowing down, and he leaned against the wall, moaning. _Not now, _he begged, clutching his head in his palm. _Not yet!_

After slapping himself in the face a few times to somewhat awaken his fading senses, he pushed on until he came across the archive room, where the door was completely blown to bits. Smoke curled up from where the rocket launcher had crashed, and small flames still danced across the staircase. Peter chuckled slightly, still unable to believe that Agent Romanoff had done something so reckless and stupid but at the same time so freaking _awesome. _He wondered what Nick Fury and Phil Coulson and the rest of them were thinking about all this just about now, when a chilling scream jarred him back into reality. Spider-Man shook his head and ran towards where the voice had come from, one arm pumping at his side while the other cradled his bullet wound.

_"Natasha!" _he yelled back, sprinting down the hallway. He sped past a room, then slammed on his breaks and whirled back around, slowly peeking inside. What he saw made his heart sink into his stomach, and anger boil inside of him.

An army of S.H.I.E.L.D. agents stood inside the lounge, each armed with large guns and bulletproof vests. Many of them were sprawled pitifully across the floor and being attended to by others, while the rest stood around a furious woman, four of which had seized her and were wrestling something out of her hand. Natasha Romanoff thrashed about, gritting her teeth, until finally one of them ripped what appeared to be a small USB port from her gloved fingers. One of her captors whipped a gun off his belt and placed it against her head, and Peter sprinted into the room.

_"Let her go!" _he cried, causing everyone to freeze. After a moment's hesitation and a heavy intensity had settled over the atmosphere, everyone slowly looked over at the skinny hero standing before them in the doorway. His fists were balled at his sides, and his breathing was harsh and ragged. All the eyes in the room grew wide, and in a flash over twenty pistols, shotguns, and heavy-duty rifles were aimed at his thin frame. Peter just sat there, sweat slithering down his face beneath his red mask. He inhaled a shaky breath.

"Let. Her._ Go," _he repeated, taking a threatening step forward. His lungs felt heavy and dry, and his fingers were curled stiffly around his wounded stomach. Blood seeped through the fabric of his glove. A pregnant pause hung over the room, until finally being interrupted by the man who was pressing the gun against Natasha's temple bursting out into wheezy laughter.

"Well, look who finally decided to pay us a visit! _Spider-Man. _We've been expecting you for quite a while now."

A few others chuckled at his words, their guns trained intently on the red and blue hero. One of them flicked a switch, which caused the blaring alarm to finally shut off. Peter shifted forwards slowly, watching their fingers press against the triggers in anticipation.

"By all means, keep walking forward," the S.H.I.E.L.D. agent insisted, slipping a knife from his pocket. "I'll slit her throat if you come an inch closer. She's no loss to us." He laid the blade against her neck, digging its edge into her skin and causing her to hiss. Peter froze in place, feeling helpless.

"What do you want?" he asked him with a spiteful tone to his words. "You got the file back. We'll leave if you just let us go."

"What do you think I want?" the man retorted, taking the knife away from her throat. "What's the one thing S.H.I.E.L.D. and Oscorp have been trying to get their hands on ever since this whole thing started?"

Peter bit back his rage, his fist shaking at his side. "I can't. I won't let you."

The man grinned simply. "What if I proposed a trade?" He ran the knife against Natasha's chin, making her brow furrow deeply, and he swore she almost tried to bite him. "I'll let the lovely lady here go free, and in exchange, _you _stay here."

Before he even had time to think about it, Agent Romanoff spoke up.

"Don't, Spidey. _Don't._ You won't be helping anyone if you let me go and they still have you."

The S.H.I.E.L.D. agent slapped Romanoff across the face, causing her to gasp in rage. "Keep out of this, _Black Widow_. The men are talking." He turned back to Peter, smirking. "How about this, just to even out the bargain," he added, and held up the device he'd taken from Natasha in his hand. "I'll let her keep the file with her when she leaves, as long as you stay here. Does that seem fair?"

Peter stared at the small port between his fingers, which he waved around tauntingly. His vision suddenly began to fade in and out of focus again, and he knew he was running out of time. The only good thing was that _they_ didn't know that. He looked over at Natasha's trapped form to see that her eyes had taken on a strange intensity. He could tell she was trying to tell him something. She slowly shook her head back and forth, begging him not to take the gamble, and frustration welled inside Peter's heart. Taking a steadying breath, he glared back at the man with the small mechanism in his hand, and unclenched his fist.

"I've got an idea," Peter said cheerfully. "How about you give me that file _and_ Natasha back, and in exchange I won't whoop anymore S.H.I.E.L.D. agent ass?"

The man laughed out loud at that. "You're a terrible negotiator, Spider-Man. _Look at you._ You're dripping blood onto the floor as we speak and swaying like you're about to pass out. What could you possibly do to any of my men?"

Peter looked thoughtful for a moment, wondering how he should answer. Then, in the spur of the moment, a really stupid idea came to his mind. He knew it was crazy, and that it probably would not work at all, but his head was too fuzzy to think of anything else. Out of time and out of options, Spider-Man grinned under his mask and placed his hands on his hips, trying to look confident.

"I can call the spiders."

The room was silent for a moment at his words. He could see a few people's eyes narrow suspiciously, while others' remained stone cold. But the idiot holding the gun against Natasha's head simply laughed yet again, grasping his chest.

"Call the spiders? What, you mean you can actually sic a bunch of _bugs_ on us? Do you really think that scares me?"

Peter smiled, nodding. "Yeah, I think it does. So if you don't let us go peacefully, I'm going to call all my little spider friends in here and have them inject you with venom and suck the juice from your dead bodies, just like they did to all the scientists in the lab back there. Doesn't that sound fun?"

Some of the people pointing their guns at Spider-Man took a few steps back, sweating profusely and their faces going white.

"Sir…I don't if—" one of them tried to say, but Peter kept right on talking.

"In fact, I'm getting pretty hungry myself," he whined, patting his tummy. "I snacked on a few of the guys who thought it'd be a good idea to shoot me up a bit before I got here, but there weren't many organs left for me to slurp down my throat since my spider friends had gotten to them first. I could use a few more juicy morsels to help me get my strength back." Peter cocked his head to one side, failing to keep the laughter out of his voice. "So, what do yah say? I'm getting impatient here, and so are my brethren."

Now, a few of the agents had their guns dropped at their sides and were backing up quickly, some even pressing up against the wall.

"I hate spiders," one of them whispered, his face as pale as a ghost. "I _hate_ them. Please, sir. Just let them go."

"You _eat _people?" another gawked, looking as if he was about to puke. He threw his gun to the floor and held up his hands in surrender. "Oh hell, screw this."

The main S.H.I.E.L.D. agent's face twisted with rage, and he gritted his teeth together. "It's just a trick! Don't be such spineless cowards! Back into formation!"

Peter could see Natasha fighting to keep herself from laughing out loud, and he couldn't blame her. He hadn't had a clue how much he scared these people. Maybe S.H.I.E.L.D. had described him as some sort of rampaging half-man, half-spider monster in order to convince the staff that capturing Spider-Man and dissecting him was a justified thing to do. The man whirled back on Peter, sweat pouring down his face. "Go on, then! Prove it! Call your little spider friends here! I won't believe it unless I see it."

"Please don't," a female agent begged, hugging herself and shivering. But Peter shrugged his shoulders and crossed his arms adamantly, trying to look calm even though he was freaking out on the inside. Moment of truth.

"Alright, if you insist," Peter stated casually. He closed his eyes, and tried as hard as he could to _focus. _His mind clawed through the halls of the Helicarrier, twisting and turning, until he could hear the tiny voices of the spiders coming from every which way. They had spread out across the airship after he'd set many of them free in his little tantrum in the science lab, and he could hear their skittering footsteps all around him. He furrowed his brow, trying to concentrate.

_Hey, little spiders? _Peter thought hard in his mind. _Think you could help a fellow arachnid out and come to where I am?_

There was silence in the empty space in his mind for a while, and he waited, growing desperate. Having his eyes closed was not helping in his fight to stay awake, and he suddenly began to feel very sleepy. He battled against it, realizing that his body was starting to teeter, until finally a voice spoke in his head.

_Kill… _he suddenly heard, which made him shudder, but he kept his cool.

_There are lots of big, tasty humans here, _Peter informed the arachnid voice persuasively, inwardly praying that they wouldn't actually be able to kill anyone. _If you come down here, all of you, you'll be in for the meal of your lives. And you can take revenge on them for experimenting on you or whatever._

"See? I told you!" the S.H.I.E.L.D. agent's taunting voice suddenly yelled out, jarring Peter from his concentration. "He can't summon spiders! He's just trying to buy himself some time to think of a real plan!" He leered over at the agents behind him, who suddenly looked less terrified. "You three—grab him!"

Startled, Spider-Man tried to take a step back as the S.H.I.E.L.D. agents approached him, but his legs suddenly gave out from underneath him. He collapsed to the floor, his vision swimming and his mind growing hazy, only vaguely aware of the people jumping on top of him and holding him down against the ground. He blinked his eyes rapidly as his vision began to swirl, and after a few moments of pathetic struggling, he went limp in defeat.

"Spider-Man!" Natasha cried out, only to be interrupted by a wheezy cackle.

"You should've taken my deal when you had the chance," the S.H.I.E.L.D. agent laughed, pressing the gun hard into Natasha's scalp. "Now, you two have lost _everything._ Nick Fury sent you, right? So he's gotten Spider-Man to join his little entourage, too. The traitor." He grinned demonically, his jagged teeth inches from her face. "I can't wait to see the look on his face when he finds out what a miserable failure you two were, and I think it'll be best sent by mailing him a box with your pretty little head inside."

Natasha breathed heavily as the barrel dug into her skull, wondering how she could possibly make it out of this alive, when something on the ceiling suddenly caught her attention. Her eyes went wide, and her lips parted slightly. The S.H.I.E.L.D. agent narrowed his eyebrows as he stared at her face, then followed her gaze upwards. Swinging down on a thin strand of silk was a single itsy-bitsy spider, its tiny legs squirming as it drifted slowly towards them. Natasha watched as the color in everyone's faces began to drain away. The spider landed delicately on her captor's shoulder, then skittered straight towards his neck. Frantically he batted it away with his hand, causing it to fly across the room and scrunch up against the floor, twitching. He brushed at his chest, trying to compose himself, then forced a nervous laugh.

"Just one little spider? That's it? What a joke! Nothing like the army of spiders that he…he said…"

The smugness in voice suddenly faded, and his cheerful expression fell. All the wide eyes in the room slowly rose to stare up at the air duct on the ceiling. Out of the horizontal grates and between the slits, in poured a swarm of black specks that began to flood the entirety of the ceiling like a dark cloud of smoke. Screams of horror ripped through the air, and people began to make a mad dash for the door to escape the arachnid hell, only to freeze in terror as millions more began to crawl in from the hallway, across the floor and along the walls. The agents holding Spider-Man down cried out in fear and scrambled away from his body, and he let out a moan. The spiders swarming into the room skittered right around his thin frame as he tried to make himself get up, but even his advanced metabolism and durability couldn't combat the powerful sedative enough to keep himself conscious for much longer. He blinked in a daze as he watched a sea of dots flow around him, appearing to have no interest in his spidery-smelling flesh.

Natasha felt the people gripping her body loosen their hold, and she swung her head back, hitting one of them in the nose. She whipped her leg around and kicked the other in the face, then ripped the gun out of the senior agent's fingers and shot him in the foot. The man cried out in agony and collapsed to the floor. Everyone was now huddled in the center of the room, screeching in horror as they were surrounded by the advancing spiders. They began to drop from the ceiling and land on their trembling bodies, causing them to slap them away in spastic fear and flail their arms around, screaming that they were being eaten alive. Black Widow shoved the rest of her captors off and sprinted across the room. With a running start, she leapt across the carpet of spiders and landed over Spider-Man's thin form, standing in the safe bubble that appeared to encircle his body. She bent down and hoisted him to his feet by his armpits, staying close beside him as the arachnids skittered near her heels. Peter's eyes fluttered open by the sudden movement, and he groaned.

"I need you to walk," Natasha told him firmly, watching in disgusted horror as the spiders began to swarm over the thrashing agents' bodies, causing them all to scream in absolute terror. She slipped Peter's arm over her shoulder, and with sluggish movements, he began to drag his feet forward. Carefully, together, the pair slowly made their way through the pulsating sea of death. They limped out the doors and down the hall, the shrieking behind them reaching a fever pitch. Pretty soon, they'd reached the end of the blanket of spiders, and Natasha gave Peter a little more space to walk, finally allowing herself to breath. In the dim light of the hall, she found a door and scanned Peter's keycard, and they slipped inside. When the doors shut behind them, the screams of the terrified S.H.I.E.L.D. agents became silent, and an eeriness settled over the world.

"Come on, we're almost there," she whispered to a terribly drowsy Peter Parker, who nodded slowly and continued to slide his feet forward. Before them was staircase, which they carefully made their way down.

Once they'd made it to the next hallway, Something buzzed in Natasha's ear, and she pressed hard against her earpiece.

_Nata…you okay? _Coulson's scratchy voice spoke into her ear until finally clearing up. _Hello? Natasha! Peter! What's happening?_

"Phil!" she cried in relief, shifting Peter's limp form more comfortably around her shoulders. "It's Natasha! We're decent enough, but we have to find a way to get off the Helicarrier. Spidey's been shot a few times, and he's barely able to walk. He's lost a lot of blood." She glanced around nervously. "Can you see our location? How do we get out of here?"

_Our damn connection between you has been scrambled this whole time, but we're getting a faint reading now. _There was a pause on the other end. _The main deck is straight ahead of you, but there are a lot of people on it now. I can try to land the aircraft on the platform long enough for you two to jump in, but that sounds somewhat risky._

Natasha nodded, swallowing. "That'll have to do. Peter's about to pass out." She gave Spider-Man's face a few gentle slaps, and his eyelids slitted slightly beneath his mask. "We're almost out of here, just hang on a bit longer."

Peter was basically just deadweight hanging over her shoulders, but he managed to nod his head again. She smiled, and continued dragging the limp hero down the hall until they burst onto the deck, slipping against the wall. People were scattered across the wide, flat surface before them, armed to the tooth and traipsing around apprehensively. The whole ship was on high alert now. The wind roared in their ears. Natasha exhaled slowly, pressing against her earpiece.

"There's too many of them. You'll be shot down before we can get on."

_Can you get to your parachutes? _he asked her, and she glanced over to where they had concealed them behind the jet's wheel.

"Maybe. We're going to have to make a run for it, though."

_I'll be there to pick you up after you hit the water in Fury's aircraft, _Coulson assured her. _Be careful, Romanoff._

Natasha silently nodded her head, then looked over at Peter lying against the wall. He had no idea how he'd been able to suppress the effects of the sedatives for so long, but he could barely fight against the lull of sleep that wanted so desperately to claim him any longer. Natasha crept over to him and grabbed his face in her hands, giving his head a firm shake.

"Don't black out on me now," she warned him, and forced him to rise to his feet yet again. He moaned begrudgingly, wanting nothing more than just to rest. "We aren't finished until we're home. You can hold out until then." Natasha slung his arm over her shoulder again, then stared across the way where their parachutes lied. Sucking in a few calming breaths, she bent her knees, shifted her weight between her two feet, then took off out into the open deck, flying across its flat surface with a sleepy teenager in spandex hanging off of her. She slid across the ground and under the jet, grabbing one of the parachutes and dropping Peter gently to the ground. Drawing a knife from her utility belt, she began sawing away at the tangled cords. As she finally managed to rip the parachute from off the bag, she heard someone yell to her right. She whirled around to see a couple of men pointing at her from afar, and after a few more moments, they began sprinting towards them, sounding the alarm. Natasha cursed, slipping her arms through the loops and whipping it onto her back.

"Guess one parachute will have to do," she murmured, securing the clip around her waist before reaching down and scooping a limp Peter Parker off the ground. Wrapping her arms around his torso tightly and feeling his blood soak against her skin, she began sprinting down the runway towards the end of the deck, which dropped off into the dark ocean below. Bullets whizzed past her body, ruffling her dark red hair, and with a yell she flung herself off the edge, feeling the wind whip past her face. As they fell, Natasha yanked on the reserve parachute deployment handle, causing a bright red chute to pop out of her back, and the whiplash nearly ripped Peter's body right out of her hands. She clutched him tightly, digging her fingers deep into his flesh. They began drifting slowly downwards, and she sighed heavily, the dark blue abyss beneath them seeming almost beckoning compared to the hellish Helicarrier above. Hopefully the parachute was gaudy enough to be seen through the blackness of night, and Fury would be able to locate them in a jiffy.

Gunfire suddenly began popping from above their heads. A bullet whizzed past her foot, then another right behind her head. She glanced up fearfully, wondering if these idiots would ever quit, when a hole suddenly tore through the billowing parachute. Natasha gasped, watching as a second tear ripped across the red surface, this one longer and deeper. Their plummet began to accelerate, and she started to shake Peter violently, growing desperate.

"Peter! Spider-Man! Wake up, _now!"_

Another bullet zipped through the thin material, causing a hole to yawn outwards from the entry sight. The torn nylon began to flap uselessly in the wind, and soon they would be free-falling to their imminent watery doom. Natasha reached down and pinched the skin of his arm as hard as she could, and she felt him stir in surprise. His lazy eyes barely opened to take in what was happening around him. In an instant, panic seized his muscles as realized how rapidly they were falling towards the chopping ocean waves below. Reacting purely on instinct, Peter pointed his wrist back over his shoulder and pressed down on his palm violently. A single strand of webbing fired from his web-shooter and flew off into the darkness of the night, the sound of the speeding bio-cable piercing through the wind like a bullet fading quickly. Peter coiled his fingers around Natasha's harness and continued to feed the webbing from his wrist, bracing himself as best as he could for the forthcoming impact. The seconds passing felt like decades.

Finally, the webbing met the bottom of the Helicarrier, splattering against its surface just as the parachute completely collapsed in on itself. The incredibly long strand suddenly went taut. Peter's wrist was wrenched upwards violently, and he felt his shoulder snap out of socket. He whipped around in a quick turn, still clutching onto Natasha, and stopped suddenly in the air with her body dangling underneath his own, his fingers barely maintaining their grip on her harness. For a long, terrible moment, it felt as if his body was being stretched beyond its limits, until finally the webbing went lax, causing them to spring upwards slightly before their movement settled, and they hung above the dark waters, swaying gently back and forth. Natasha was breathing raggedly, her eyes wide in awed disbelief as she stared up at Spider-Man with her limbs and destroyed parachute dangling limply beneath her. Every part of Peter's body was screaming in agony, and he knew that he could no longer subdue the darkness invading his eyes. The webbing began to slip from his weak fingers, and he looked down at Agent Romanoff helplessly.

"Natasha…" he tried to warn her, watching the swirling ocean tunnel around him. He blinked his heavy eyes rapidly, but the sleepiness would not fade this time. His muscles felt like noodles, and his mind was exhausted from combating the sedatives for so long. To his surprise, however, Natasha smiled up at him, grabbing onto his arm.

"Spidey," she laughed, cradling his wrist, "you can let go now."

Peter didn't need to be told twice. He allowed the webbing to slide through his fingers, and for a scary moment, the two of them free-fell through the dark sky. Then, finally, they hit the water, and the icy slap of the chilly liquid stung against Peter's injured leg and abdomen. Natasha dropped deep into the water before swimming upwards quickly, gasping as her face broke through the surface. She grabbed onto Spider-Man's sinking form and hoisted his head out of the water, pulling his mask off his face as he coughed and sputtered, struggling for air.

"Are you okay?" Natasha asked him fearfully, hugging the injured boy against her body as they floated atop the dark, lapping waves. He nodded slowly, shivering in the frigid waters, and she relaxed. "Oh, _слава Богу,_" she sighed, almost giggling. A pink light began to peek over the watery horizon, turning the ocean a blood red color. It was sunrise. "Damn, I can't believe we're actually alive. After all that."

"We didn't…get the…file…though," Peter said weakly, the back of his head lying against her shoulder. She patted his wet hair with her hand, grinning.

"That's what you think, Spidey," she laughed, a mischievous tinge to her voice. The sound of chopping blades suddenly met Peter's ears, and after a terrifying moment, a bizarre-looking plane descended upon them from the above, two gigantic rotors on either of its wings allowing it to move like a helicopter. The aircraft hovered above them, blasting their faces with wind that chilled Peter to the bone. The belly of the plane suddenly dropped open, and Agent Coulson carefully shifted into their sights, a rope in his hand with a buoy attached to the end of it. He spun it above his head like a lasso before flinging it out to the two Avengers bobbing gently in the waves, and Natasha hooked her arm into it, the other clutched around Peter's waist. Phil pulled them in with all his might and lifted them out of the water like fish on a line until Romanoff was able to grab onto the ledge, panting heavily and completely soaked. She rolled Spider-Man onto the flat surface and dragged herself the rest of the way up, laughing quietly. The platform slowly lifted back inside of the plane, and the two dripping, exhausted Avengers lied across the floor, their breathing strained but full of relief. The aircraft whirred to life, then lifted away from the ocean's surface and took off through the air, abandoning the forsaken Helicarrier with fantastic speed.

"Holy crap, Peter," Agent Coulson grimaced, noticing the bullet wounds in his midriff and leg. "What the hell happened in there?"

"A lot of things," Natasha huffed, wringing out her hair onto the floor.

He crouched down beside him, pulling his soaked mask the rest of the way off his head and splaying it across the floor. "Is he…alright?"

"He's been like this for a while now," Natasha said with concern in his voice. "I don't know if it's from blood loss, or shock, or…"

"Tranqui…lizer…" Peter moaned suddenly, not opening his eyes. "Shot…me…"

Natasha blinked in surprise. "You've been sedated this whole time?"

Peter nodded in response, taking a moment before speaking again. "You got…file?"

She smiled, slipping her gloves off. "Yes, I did. It wasn't a total loss after all."

Peter grinned weakly, swallowing. "Guess I…lost then."

Natasha looked confused for a moment, running her fingers through her curly locks. Then she remembered their bet at the beginning of the mission, and laughed. "I guess so. I'll come up with something for you to do for me later, then." She scooted up beside him and laid her hand over his eyes, which caused his mind to begin slipping off into dreamland. "For now, just go to sleep. Watching you trying so hard to keep yourself awake is making _me_ tired."

The words were sweet to his strained body and exhausted mind, and in a matter of moments, the sedatives finally took hold over his will, and Peter drifted peacefully into a deep sleep. She took her fingers off his eyes, watching his chest rise and fall slowly, and quietly rose to her feet, placing her hands on her hips.

"Damn, what a trooper," she whispered, her eyes tracing across the dark blotches on his stomach and shin. "Even when he was peppered with bullet holes and all drugged up, he still saved both of us from dying. _Twice."_

"He's tougher than he looks," Agent Coulson agreed, crossing his arms. "I hope he heals up quick, though. We need him for phase two of our whole 'save the world' plan after we look over that file."

Natasha glanced over at him, surprised. "Already? What's phase two?"

Phil Coulson grinned, crossing his arms. "Invading Oscorp Industries."

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><p><em><strong>Sounds fun, although Pete needs a nap. I hope none of u get mad at me for the spider talkingswarming part...although I'm sure many will be like "That never happened in the comics noob rage," because honestly I don't know if it did, I haven't read the comics. I read it on the Spider-Man wiki page and thought it was awesome, so there. Writing the whole part with him trying to stay awake was really easy, cuz basically that's me in school haha. Guuuuyyss I got something really sad to say though. TBH, during the school year, I'm probably not going to update as often as I have been over the summer. It pains me so, but it is true :,( I'm just going to be too busy. I promise promise promise that I will do my best to crank them out, but I really don't know when this story is going to be finished. I have an idea for how I'll end it, I just don't know how soon lol. I will finish it though. I don't want to disappoint with the ending, so I'll make sure it's good. No worries. Although any suggestions or comments you have would be very helpful. :) Until I write the next chapter, cuz I literally just finished this one right now. At exactly 12. Cool. Love ya'll.**_


	18. Chapter 18

_Disclaimer: I hate school and not owning anything_

**_Hey guysss. Ugh, school. SCHOOL. WHY. It hurts me so much having to actually do my homework instead of writing my story. Waaah. But anyway, I was able to make this chapter in tiny snippets each night after I was done with school crap. I'm going to warn you right now, after rereading it, it's pretty disorganized and frankly it feels super freakin rushed. But basically, that's me right now, so yeah, sorry lol. But GUYS. OMG. I DID THE THING. Yeah, that's right. THE THING. As you near the end, you're going to think I'm talking about one thing, but then you'll be like OOH THAT THING. Some of you are going to love the thing (one person in particular I know fo sho), some of you are going to absolutely hate the thing. But it's too late, because the thing is here. Idk how long it'll stick around, but at least into the next chapter obviously. Just read. :)_**

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><p><em>Chapter 18<em>

"You…_ate_ it?"

Peter Parker lied on the couch beside Natasha Romanoff in the basement of Avengers Tower, gawking despite the lethargic haze that still hung over him. He'd only recently awoken from his sedated sleep. She laughed quietly.

"I just swallowed the port down so those S.H.I.E.L.D. goonies wouldn't find it on me, then regurgitated it back up after we got on Fury's aircraft. It's not an uncommon thing amongst spies, surprisingly."

Peter shook his head back and forth, sticking out his tongue. "And there you were…accusing_ me_ of being disgusting."

Natasha scoffed. "I'm not the one who commanded millions of spiders to eat a bunch of people."

Tony Stark glanced up with alarm from where he was sitting on a chair beside them, looking disturbed.

"Wait, _what?" _he practically choked, his face looking pale. "He did _what_ now?"

Peter looked incredibly troubled. "It didn't actually…_kill_ them…did it?"

Natasha shivered. "It sure looked and sounded like it. They swarmed all over those agents as they were screaming bloody murder."

A sickening coldness churned in Peter's stomach at the thought of that. Dozens of people may have been brutally murdered because of his doing. After having just lectured Black Widow on not killing people, there he'd gone and turned right around, unleashing an army of spiders to literally suck the life from his enemies. A terrible feeling of guilt overwhelmed him, and he laid his hand over his eyes, sighing. "I didn't mean to. I was just trying to…I don't know. I didn't actually think that—"

"I know, Spidey," Natasha interrupted him, a serious look in her eyes. "I know you didn't want to hurt anyone, you being mister goody two-webs and all." She grinned. "You did it to save us both, even if it was in a rather freaky manner. Those S.H.I.E.L.D. morons would have killed me if you hadn't done it, so I guess I owe you my life." Natasha frowned irritably after saying that. "Ugh, I_ hate _owing people. Especially brats who run around in their pajamas."

Peter forced a smile, although nothing she'd said had made him feel any better. What he'd done to those people was disgusting and cruel, and the idea that he wielded that kind of power terrified him. He inwardly swore that he would never do anything like that ever again unless people's lives depended on it, although he doubted that the enormous plethora of spiders he'd had available at his disposal while on the Helicarrier would be accessible like that anywhere else.

"You can command spiders to _eat_ people?" Tony Stark said with horror in his voice. "Since when in the hell have you been able to do that?"

Peter glanced over at Stark's pale face. "Since yesterday. I guess you were right about that whole 'spidey puberty' thing, because I sorta developed another power." He turned his head so he was facing the ceiling, thinking back to the events of that night. "I just heard a creepy voice while sneaking inside an air duct, and it turned out to be a spider. So later when we were in a pickle with Natasha held hostage with a gun to her head and me about to pass out, I just tried in my head to communicate with all the ones that had escaped in the lab. I told them to come to me and attack the S.H.I.E.L.D. agents just to see what would happen, and it actually worked. I was really just trying to scare the people into letting us go, but it got kinda out of hand…"

Tony felt a chill crawl up his spine, and he trembled. "Geez, yah _think?_ For real, Spidey. You've officially upgraded to an entirely new level of _freakishly terrifying."_

"Give the guy a break," Steve chimed in, although he, too, appeared slightly unsettled. "He can't help what kinds of new powers he develops. As long as he's using them to help and protect people like Natasha from those who are trying to hurt them, we shouldn't be criticizing him."

"But we also have to make sure he can control it," Nick Fury insisted, giving Peter a steady glare. "You're saying you couldn't stop the spiders from attacking these people?"

"He was hardly awake while it was going on," Natasha told him. "He told Coulson and I that he'd been shot with a tranquilizer dart. He was barely conscious when I dragged him out of there."

Peter nodded. "Apparently Oscorp has been supplying S.H.I.E.L.D. with weapons so they're better equipped to catch me, since they know that the Avengers aren't going to do it for them." The idea made him shudder, thinking of whatever other sinister toys they might be developing.

Nick Fury furrowed his eyebrows. "Well, just be careful. Don't need you summoning an army of spiders to come eat everyone in your sleep or something."

Peter nodded earnestly. Despite what had happened back on the Helicarrier, he was pretty sure he could control whether or not he wanted the spiders to talk to him telepathically and vice a versa. When he had fallen into the lab with all the tortured arachnids strewn around him, it was rather easy for him to block their little voices out, like he was turning the connection between himself and them off in his mind. This gave him partial relief over the fact that he could now speak to eight-legged, beady-eyed, venomous creatures, because if he had the voices of every single spider he passed by whispering disquietingly in his head, he was pretty sure he'd go insane.

Bruce Banner then walked up beside Peter without a word, prodding his shoulder suddenly, which caused him to cringe.

"Yep, it's definitely dislocated," he concluded, sighing exasperatedly. "How do you always end up doing this kind of stuff to yourself? You're one lucky little kid, having that healing factor, or you'd be miserable. Probably would've bled out from those bullet wounds."

Peter rolled up the fabric of his red and blue spandex suit and glanced down to where he'd been shot late last night and found only a small dot on the front and back of his abdomen where the bullet had zipped clean through him. He now only felt a sharp ache whenever he turned his torso about, as well as with his leg, but both were fading fast. His healing abilities had definitely begun to accelerate since his freak out on Scorpion's venom. Then something strange suddenly occurred to him, and he looked back over at Natasha.

"Wait," he began, narrowing his brow, "if you swallowed the file, then…what did those guys take from you after you were captured?"

"A virus," Nick Fury answered for her, his arms crossed. "I gave it to her as a decoy to use in case she was caught. That way, if they try to re-install the file into their system, S.H.I.E.L.D.'s entire database will be clogged up for a while until they can figure out how to destroy it."

Peter was impressed by their surreptitiousness, and nodded curtly. "Cool."

"Alright, enough gabbing," Banner interrupted, and grabbed Peter by the arm. "Steve, could you hold him down while I pop this back into place?"

Steve Rogers nodded uneasily, knowing well that relocating a shoulder was no fun at all. He walked over to where Peter lied on the couch and pushed his body down against the cushions, making him wince.

"Just relax," Banner instructed him as he stretched out his arm. "The looser your muscles are, the less this will hurt."

Peter nodded as he bit his lip, trying to release the tension from his rigid body. Bruce began to pull his arm with all his strength, causing Peter to gasp in agony, until a disgusting _pop _resonated from inside himself and he felt his shoulder shift back into its proper place. The sharp pain dissipated, the hands that held him down released him, and he sighed slowly with relief.

"You good?" Steve asked him, watching Peter rub at his shoulder tentatively.

"Yeah, I'm fine," he assured him with a nod, glad he could move his arm again. As he sat up, his head still a bit dizzy from the sedatives and his body sore from the extensive injuries, Nick Fury marched up to one of Stark's many computers and plugged the device that Natasha had apparently vomited up for him into the port, clicking on the icon that popped up on the screen to unveil its contents.

"Now that that's over with, let's have a look at everything S.H.I.E.L.D. and Oscorp have been hiding from us."

* * *

><p>Fury's suspicions had been confirmed, as well as Peter's. Oscorp was where all the real dirty work was being conducted, since S.H.I.E.L.D. had always been known for having better investor confidence than them and wanted to keep it that way, especially since the whole Curt Connors Lizard incident. Plus, Oscorp had all the high-paid scientists and high-class equipment to carry out their hellish experiments with, so it wasn't a surprise that they were the true culprits to blame. It was also validated that Oscorp was getting all their test subjects from the prisons and from people living off the streets who were searching for jobs, which gave everyone chills. Apparently, there was a web of science labs underneath the main Oscorp building where this was all being done right under everyone's noses. How original.<p>

"There are thousands of these chimera hybrids on here," Tony exclaimed with abhorrence, flipping through just a few of the seemingly endless data entries on the file that displayed all sorts of horrendous beasts. "Were these things really once humans?"

Steve shook his head slowly, looking anxious. "If any those things got into the city…"

Nick Fury stood before his team, his expression evoking an icy seriousness.

"This all has to be stopped_ immediately. _If any of these monstrosities they've created are like the Lizard, we know how dangerous just one of them could be." His single eye glanced to the left. "Stark, Rogers. I need you two to get inside these secret underground labs and destroy everything there that has to do with this 'Project Chimera.' You hear me?_ Everything."_

Steve nodded knowingly, sliding his hands into his leather gloves as he turned around, and Tony stroked at his facial hair before giving him a slow bob of his head, glancing down at his feet. Fury whipped back to face Peter as he stood up from the couch, wobbling slightly.

"And you, Spider-Man," the one eyed-man addressed him, causing him to glance up into his cold gaze. "There's something else that needs to be done that I believe only you can accomplish."

Peter grinned nervously, clueless as to what he meant by that. "Uh, okay. What do yah need?"

Fury set his jaw tightly. "The people who have become victims to these vicious schemes. The test subjects who have yet to be experimented on who I assume are being held as prisoners beneath Oscorp. They need to be rescued. And I feel with all of this being started by S.H.I.E.L.D., the captives will have little trust in anyone who is affiliated with them, including the Avengers." He blinked slowly. "But the people here see you as something different, as a sort of soloist hero that New York can trust. So I feel that you would be best suited for the job of breaking inside Oscorp and freeing them." Nick Fury folded his hands together. "Once all three of you sneak into the underground laboratories, Steve and Stark will do their part while you break off and do yours. Hence the word _sneak, _everyone." That last part he practically growled, shooting Natasha and Peter a harsh look, making Peter shrink and Natasha smile sheepishly. "Only after you get inside undetected will you commence with your individual missions. We've got to act quickly, though. I doubt S.H.I.E.L.D. is very pleased with our little break-in on their airship last night, so I have a feeling they might be paying us a visit sometime soon, with much more men and arms than you all have seen in the past couple weeks. The rest of us will probably need to move to a new location, seeing as this one might be overrun in the next few hours or so, and since all of our communication devices are S.H.I.E.L.D. tech, I'll have to go buy us some crappy ones to use from here on out." With a slow and icy sweep of his gaze, Nick Fury's eye traced over all of the Avengers in the room, the weight of what needed to be accomplished hanging heavily over the atmosphere. "I want all of this to be over with by tonight."

As the other Avengers all began packing up their things with haste, Tony, Steve, and Peter gathered together in a sort of huddle, their arms crossed against their chests.

"Alright, gang," Stark began, trying to look serious, "we're all clear on what we have to do, correct?"

Peter nodded, but Steve appeared puzzled.

"I understand what we need to get done very well. What I don't understand is _how_ we're going to manage to discreetly sneak Iron Man, Spider-Man, and myself into this underground base beneath Oscorp successfully. There's just no way."

"I went on a little scope out while Natalie and Spidey were on their mission," Stark told him, his eyebrows furrowed. "There's a way into the lower levels of Oscorp through a door I found in the sewer system running underneath the city."

Steve wrinkled his nose. "The sewers? What made you think to look there?"

"Creepy organizations have entrances in creepy places," Tony explained, smirking. "It didn't take a genius to figure it out, even if I am one." Then he frowned. "The door had an ID scanner and a key code on it that I couldn't crack without setting off the alarm, though. And it's not like we can just bust it down—we all have to at least get down to the main laboratories before we're noticed if we want Spidey to sneak the prisoners out without any casualties and for us to get to the stuff we gotta blow up."

Steve stared down at the ground frustratedly. "So how are we going to do this?"

There was a thoughtful pause between the three heroes. As the wheels in the Captain America's and Tony's minds turned about, Peter sat in silence, struggling with a deep inner conflict. He did, in fact, have a very plausible idea as to how they could get inside Oscorp without blasting the door open and alerting the entire building that they were there, but he hated it. Every little thing about he absolutely _despised._ In fact, he hated it so much, he almost convinced himself to just keep his mouth shut and let Tony and Steve figure this little predicament out themselves. But from the looks on their faces, no ideas were coming to them, and a sickness began to twist inside of him. As much as he loathed it, as much as he didn't want to take the incredible risk, he knew that he couldn't allow the innocent captives and the rest of the world to succumb to the demons he had created any longer, and so did she. So, with a horrible feeling of uncertainty and guilt still warring within himself, Peter sighed heavily in defeat and raised his hand.

"I think…I have an idea," he said reluctantly. Stark and Rogers glanced over at him in surprise, and Peter lowered his gaze. He turned around abruptly and walked behind the couch, finding the bag his aunt had left with him with a couple of his necessities, reached inside, and pulled out his phone. After a long moment of hesitation, he clicked on the familiar name in his favorite's list and held the phone up to his ear, biting his lip. His call was answered on the second ring.

"Hey. Yeah, it's me. I know, I know. Yeah, I really miss you, too. Listen, I…I have a super big favor to ask from you, and you don't have to do it if you don't want to, because it's totally unfair of me to even be asking, but Gwen, I…I really need your help with something."

* * *

><p>Spider-Man held his girlfriend close to his body, clutching her wrist and pulling her behind himself with seemingly unnecessary caution as Tony Stark led the way through the dark cavern with a flashlight in the front while Captain America brought up the rear. The atmosphere was tense and ominous as the trickling of sewage water gurgled to their right and the weaving pipes dripped steadily above their heads. Stark glanced back to see that he was far ahead of his three companions and huffed impatiently.<p>

"We are literally never going to get there if you keep walking as fast as a damn snail on a treadmill. C'mon, Spidey, would you pick up the pace?"

Peter grew furious at his words, but his anger quickly dissipated as Gwen poked him gently in the side and nearly made him jump onto the ceiling.

"Peter, it's okay," she tried to comfort him as he glanced back at her. "You don't have to be so overprotective. I've been in situations worse than this and have come out just fine, _without_ three superheroes to keep me safe."

Peter wanted to ask her what exactly she meant by that, but simply shook his head. "Gwen, this is most definitely not okay," he hissed. "I thought we would just have to borrow a keycard from you or something so we could get inside—having to bring you down here with us is completely freaking me out. I'm just not going to take any chances. I have to keep you safe."

She sighed exasperatedly. "I know, Peter. But could you at least let go of my arm? You're cutting off my blood circulation."

Realizing just how hard he was gripping her, he quickly released her wrist, noticing the redness of her skin where his strong fingers had been a moment before, and a wave of guilt washed over him. "Oh, I…sorry."

"Are we almost there?" Steve asked in a low tone, pushing the two teens onward. "I feel like we've just been walking in circles for hours."

Tony nodded, turning back around to face the dark expanse before them. "Yeah, we are. If Spidey stops puppy-guarding his girl like a paranoid spazz, we'll be there soon."

Peter narrowed his eyes beneath his mask but continued to follow behind him, sticking close to Gwen's side. Their footsteps echoed off the walls of the hollow passage.

Finally, after about fifteen more minutes of traipsing through the dark, Stark's flashlight landed on an ugly gray door in the wall, and he held up his hand to stop everyone. Peter and Gwen crept forward, noticing the fancy keypad and scanner that seemed out of place in the dank sewers around them. Steve Rogers caught up with them, and they all crowded around the gateway to hell.

"Well, here we are," Cap laughed nervously, scratching the back of his head. "You think this will work?"

Tony looked thoughtful for a moment, then glanced back at the three people behind him. "Okay, so here's what we're going to do. Once we get inside, little Miss Stacy here is going to check to make sure the coast is clear. If it is, we all head in. If not, Spidey will sneak in and whoop all hostile ass, _quietly. _Then, with Gwen's help, we'll all sneak our way the rest of the way down into the building until we find the labs. Then we'll split our separate ways to get our individual missions done. Once everything's all fine and dandy, we'll meet up back here. Sound good?"

"Whoa, whoa, hold up," Peter chimed in, shaking his head. "Gwen's here to open the door. That's it. Once that get's done, you two go inside, and I'll just prop it open. Then I'm leading her back to the surface before I start my bit. She's not coming with us."

"Peter—" she began, but was instantly interrupted.

"No, Gwen!" he yelled back, infuriated. "You're not coming! It's too damn dangerous and you know it!"

"We'll never get down there without her help, Peter," Steve told him firmly. "She just needs to get us into the lower laboratories, then you can take her back up. We'll protect her. I promise."

Spider-Man shook his head frantically as the awful memories he'd been suppressing for so long began flooding back into his mind, and the soft words of a dying man rang in his ears. _You're going to make enemies. People are going to get hurt. So I want you to promise me something. Leave. Gwen. Out of it. _Peter had already basically stamped that promise into the dust and spit on it by keeping Gwen Stacy as his girlfriend, let alone just being around her, but _this—_this was just too much. If anything like what went down on the Helicarrier happened now, Gwen could be _killed. _He would never allow it.

"We can go through the air ducts," he told them desperately, hiding the girl he loved behind his thin frame. "I can get us in that way. We can all sneak through them to get to the labs."

"You really think Spangles and I can squeeze ourselves through those things?" Tony snorted, crossing his arms. "Yeah, right."

"Then I'll go through them and open any doors that need to be unlocked from the other side for us," Peter assured him, feeling Gwen press up against his back. "And if that doesn't work, we'll just wait until someone else opens them and slip inside that way."

"That's going to take_ forever."_

Despite the fact that he agreed with Tony, Steve felt sympathetic for the young hero's concern for his girlfriend, and placed a hand on his tense shoulder. "Alright, Spider-Man. Don't worry about it. She doesn't have to come with us if you don't want her to."

"Now wait just a minute!" Gwen Stacy suddenly yelled, shoving Peter roughly in the back. "I'm not just going to sit here and let you all choose my decisions for me! You have absolutely no right, _none_ of you!"

Peter rubbed between his shoulder blades uncomfortably. "Gwen, please, you can't—"

"This is _my _choice, Peter," she told him fiercely, her green eyes harsh. _"My _choice. I'm coming with you to help, and that's that."

"I promised him I'd keep you safe, Gwen!" he cried with disdain, laying his hands on her shoulders. _"Please. _Don't make me break any more of that promise than I already have. If anything ever happened to you because of me, I wouldn't…I couldn't…"

_"Guys," _Tony Stark groaned impatiently, his Iron Man suitcase gripped tightly in his fist, "we don't have time for this. Are you coming or not?"

Peter shook his head adamantly, but Gwen curled her hands over his own and held them, her fingers warm and gentle. A softness had entered her expression, and she blinked up at him.

"I promise I'll be careful. I know I can do this, Peter. And I know you'll be there if I need to be protected._ Please._ Just let me come and help."

Every single instinct inside him was screaming _no, don't do it. You're killing her, Peter Parker. Just don't. Don't do it._ It gnawed inside him as he stared at his girlfriend's flawless face, and his worry for her wellbeing was unprecedented.

"She's not helpless, Peter," Tony insisted, his eyes narrowed irritably. "I can see that. And Oscorp isn't known for having weapons on any of their men, unlike the high security agency of S.H.I.E.L.D.. They're just a scientific research and development industry. Unless that's changed recently, I doubt that anyone would pull a gun on us, especially if it's a pretty girl who already works for the company. While I agree that this is probably dangerous, _not_ getting inside and _not_ destroying all of the 'Project Chimera' junk is even more dangerous for the_ entire world,_ which includes her."

"We'll protect her," Steve repeated earnestly, "just trust us."

Peter remembered the last time he'd trusted a member of the Avengers during a mission. He'd ended up with two bullet wounds and a crap ton of souped up sedatives coursing through his body. Not exactly reassuring. But time was ticking, and he needed to decide, _now. _He sat silently for a moment, sweat beading off his forehead and into the fabric of his mask as anxiety chewed at his insides, until finally cursing under his breath. He jammed his gloved finger against Gwen's collarbone, but she didn't flinch.

"You're going to do everything I say. You're going to be as careful as possible. You're going to tell me if at any moment you feel nervous in any form or fashion and want to leave, and you're going to quiet. Do you hear me?"

Gwen Stacy nodded confidently, flashing him a beautiful smile that nearly stitched his shredded nerves back together, but he quickly sobered up. With an incredibly unsatisfied nod, he pulled his hand away and lowered his gaze defeatedly. Gwen kissed him on the nose to say thank you, but the gesture was hardly comforting. He felt like he was dragging the person he loved more than anything into a war zone.

Pushing her blonde hair out of her eyes, Gwen strolled up to the door, briskly typed in a code, and the keypad made a strange noise. Then, a blue grid flickered to life and laid across her face, locking onto her irises, and after a long moment of tension, there was a jubilant _ping,_ and the latch on the door unfastened. A sigh of relief passed through everyone, and with very slow movements, she cracked the door open and peeked inside.

There were two men. Both of them were in lab coats and sitting at computers, typing away with disinterested looks on their faces. Peter readied himself to jump in and web both of them to their chairs before they could make a peep, but to his absolute horror, Gwen pushed the door open and waltzed right inside, leaving all three Avengers gawking in disbelief. She marched straight up to the two men, hands on her hips.

"You two—head upstairs for a break. I'll take over for a while."

Peter expected them to immediately narrow their eyes, draw a pair of pistols from under their coats, and begin peppering his girlfriend with holes like a slab of Swiss cheese. But instead, both of their expressions brightened stupidly, and they stood.

"It's about time. This is probably the worst job in the entire building." He glanced back at his partner, grinning. "C'mon, Jeff. I need some coffee."

In a matter of moments, the two men were gone up the stairs, and the room was empty, just like that. After a quick survey, the three men strolled in, Steve and Tony clearly impressed but Peter practically falling to pieces.

"What were you_ thinking,_ Gwen?" he hissed between his teeth, grabbing his head in his hands. "Don't _ever_ do anything like that again without warning me, alright?"

Stark walked up to the next door and gave it a turn, surprised when it opened to reveal a winding staircase. "Geez, take a chillaxative, would you? No need to have a cow over your girlfriend being a badass."

Gwen giggled, but Peter just grumbled and grabbed her by the hand, pulling her behind him as they all slipped through the doors.

Their snoop through the underground labyrinth was surprising uneventful. Gwen was pretty much able to scan their way through every door and, despite Peter's protests, sweet-talk anyone that crossed their path into clearing out of their way while the Avengers hid, with only one instance where a man gave her a suspicious look and Spider-Man was on him before he could blink, cocooning his body with thick globs of webbing as he screamed in muffled surprise. They hid his writhing form in a closet, hoping that he wouldn't be discovered until it was too late.

Finally, after a long while of sneaking and worrying, the four found a suspiciously important-looking door with the words _Chimera Synthesis Testing_ etched into its surface. Once she was sure the hallway was clear, Gwen walked up to the door and typed in her ID code, but was rewarded with a vicious buzz.

_Access denied, _the voice of a robotic-sounding woman told her, and she cursed.

"I haven't been permitted to this area, which pretty much confirms that this is where you guys need to get into." She turned to face them, looking disappointed in herself. "I'm sorry. I don't know how else to get inside."

Peter was quick to jump on the opportunity. "Then we need to get you out of here. I'll take you back now."

Gwen lowered her eyes, but Steve smiled gratefully. "Don't look so down, Miss. You've been an amazing help to us. We're truly indebted to you for all that you've done. We'll figure out what to do from here."

Tony nodded in agreement, setting his Iron Man suitcase down. "Thanks a bunch, Gwen," he told her, offering her his hand. "I don't know how someone as amazing as you ended up with nerdy spazzoid Spidey over there, but I hope you two stick together. And after all this is over, I expect a wedding invitation and to be named the best man."

Peter felt his face burn beneath his mask as Gwen shook Stark's hand, laughing quietly, and he hastily pulled her away. "Alright. Let's go."

"It's going to be at least an hour until you get back here," Tony noted, leaning against the door. "We need to figure out how to get inside before you two split."

Growing impatient, Peter looked around for a moment before his eyes landed on a familiar grate installed into the wall, and he quickly climbed up to it and spread the bars apart.

"Why did the 'Merican and the jackass squirm through the air vent? To get their whiny butts out of Spidey's earshot. You two are going to squeeze through here to get to the other side. I can see where it exits straight ahead, right into the room on the opposite side of this door. This one's pretty wide, so I think you guys can make it." Standing sideways on the wall, Spider-Man held out his arms. "Here, I'll help you up."

Steve chuckled slightly, but eventually reached out and allowed Peter to pull him up and into the ventilation shaft, his brawny self managing to fit inside. He was even able to slip his shield through, although it scraped along the edges. Once he'd made it about halfway down, Peter helped Tony Stark scramble up the wall and into the air duct as well, giving him a shove as he began to crawl inside. Everything appeared to be running smoothly at first, but after Stark's entire body was surrounded by the four walls, Peter watched his movements slow, until he eventually froze altogether. He tossed the Iron Man suitcase into the ventilation shaft and stared at him upside-down, becoming confused.

"What's the holdup, Stark?" he yelled after him, cocking his head to one side. "I gotta get going. Is there something wrong up ahead?"

Tony just sat there, however, still unmoving and silent, and Peter started to grow irritated. That is, until noticed that the man's body had begun to shake. Puzzled, Peter crawled inside the air duct as Stark leaned against the wall, moaning.

"What's the deal?" he asked him, watching as Tony gripped his perspiring face in his hands. His breaths were short and raspy, and his eyes were shut tight. Peter became startled, having never seen this side of the alleged genius, billionaire, playboy, philanthropist before, only being accustomed to the unbridled swagger and smartass attitude that he constantly paraded around with. After a moment's hesitation, Peter sat down beside him, crossing his legs and rubbing at the back of his head uncomfortably. "Hey, uh, are you alright?"

Tony tried to force a smile on his pale face as he spoke, his voice shaking violently. "Yeah…I…just the…r-reminded me of…something."

Peter clicked his teeth together. "Of what?"

Stark laughed miserably, wiping his forehead with the back of his hand. "Nothing. Just, that thing in New York…awhile back."

A realization suddenly popped into Peter's head. "Oh, you mean the Chitauri invasion, right? When all those aliens came and attacked the city?"

Stark cringed at that, but managed to nod. Peter grinned.

"Yeah, I remember when that happened. I wasn't even Spider-Man yet, just a regular guy watching the whole thing go down on the TV. That was probably the craziest thing I've ever seen in my whole life." A sort of childishness entered his voice. "And that part when you sent the nuke into that gigantic _wormhole?_ That was insane! How did you even get out of that alive?"

At that, Peter watched as the remaining color in Tony's face drained away, and he fell onto his hands and knees, gasping. Surprised, Spider-Man shrank back, suddenly afraid.

"Peter?" he heard Gwen's soft voice whisper from below. "Are you still there? We gotta go before someone shows up."

"Yeah, I'm coming," he assured her, glancing farther down the air duct where Captain America was. He cupped his hands around his mouth. "Hey, Rogers!" he hissed, becoming frantic. "Something's wrong with Stark, but I have to go. Come help him."

Steve turned around and crawled back towards them, eyeing Tony's crumpled form and frowning. He laid his hand on his back and sighed.

"He's having another anxiety attack. You didn't mention the Chitauri incident to him, did you?"

Peter swallowed uneasily. "Well, yeah. But he brought it up first." He blinked. "Why, is that a problem?"

"Stark has anxiety issues that are often triggered whenever that particular event is brought up, as I believe Coulson mentioned earlier," Steve explained, helping Tony sit up a little a bit. "I think he suffered from some sort of PTSD because of it."

"So is he, like, having a total mental breakdown or something?"

"'Kay guys, I'm right here," Tony huffed, puffing out his cheeks. "And _no,_ I'm fine—just take your wife and go. Spangles and I got this."

Peter sat in a low crouch, watching the beads of sweat drip down his face. "You sure?"  
>"Go, Peter," Steve insisted, slapping Stark roughly on the back. "We'll take it from here. Just hurry it up so you can rescue the captives."<p>

After a fleeting moment of reluctance, wondering if he might come back to find them both just as he'd found Natasha after they had separated, Peter eventually gave in and offered them a quick salute, then whirled around and crawled out of the air duct, straightening the bars after he had exited. He dropped to the floor next to his patiently waiting girlfriend, who appeared concerned.

"Is everything okay?" she asked, frowning with her hands folded in front of her. "Is something wrong with Iron Man?"

Peter was about to explain that it was nothing and that they needed to go now, when movement in the corner of his eye suddenly caught his attention. He glanced to his left, and to his horror, four men had entered the hallway and were making their way towards them, talking over some spreadsheet with enthusiasm. Gwen gasped quietly, and Peter cursed. Grabbing her by the wrist, Spider-Man slipped them both through the next door, thankful that they only required an ID scan to enter, not to exit. They burst into an empty room and ran to the staircase, shutting the doors behind themselves. The two sat for a moment, panting, when voices from above met their ears, and Peter wanted to scream.

"Of course _now_ people start showing up," he hissed under his breath, preparing to release an onslaught of sticky fluid from his wrists, but Gwen shook her head.

"I've got this—just hide underneath the stairs," she instructed him in a whisper, her eyes intense. "There's no need for you to cause a scene. Come on, Peter."

Peter was absolutely _fed up_ with his girlfriend risking her safety for him, but didn't have any time to argue. Letting out a frustrated groan, he crawled under the bottom of the staircase and sat there, feeling useless. Gwen nodded gratefully, then began to stroll up the stairs with every one of her steps exuding confidence. Spider-Man followed right beneath her feet, watching her every movement with his muscles coiled in anticipation.

The three owners of the voices appeared, their paths crossing as they came down and Gwen went up. Peter prayed and prayed that they would just walk right past her and not even pay her a second glance, but to his dismay, one of them stopped as they stood parallel to his girlfriend, narrowing his eyes.

"Ms. Stacy?" he asked, looking confused. Gwen stopped beside him, her face not hinting the tiniest tinge of worry, and she gave him a gentle smile.

"Yes, can I help you?" she answered, not a fault in her words.

"I thought you only worked upstairs. I didn't know that you were involved in our cross-species development program."

Gwen placed her hands on her hips, not appearing at all concerned with situation while Peter was practically sweating bullets beneath her. "Well, when I heard that Oscorp was working to create human-animal hybrids, I just got all excited and asked if I could help. The idea of synthesizing two organisms into one to create superior beings has always interested me, so I was transferred down here by my seniors. They agreed only yesterday, so today's my first day."

Then another man spoke up. "But, wasn't your father murdered by a cross-species?" he asked curiously, laying his clipboard against his side. "Doctor Curt Connors, right? I'm surprised that you of all people would want to get involved in this field after that incident."

Peter curled his fingers against the stairs, absolutely infuriated, but Gwen managed to retain her composure.

"It's because of that I want to help develop stable chimeras that can protect people rather than hurt them. I see the potential the idea has for the world, and don't want to pass it up because of just one failed attempt."

There was a pause before an impressed expression was shared between the three men. "That's very mature of you, Ms. Stacy," he answered. "I'm glad you've joined us. I know you're one of our brightest. I hope that with your help we can all look forward to a more secure and stable future."

With that, the three scientists left her, and after a few moments of steadying their breathing, the two continued upwards, Peter crawling back up to walk beside her.

They made it to the doors leading back into the sewers and propped them open with a book after exiting, both sighing with relief. The dark and ominous walls of the cavern never felt so comforting to a stressed-out Spidey.

"Now do you trust me to take care of myself?" Gwen asked smugly, placing her chin against his chest. "And to be more than just a deadweight girlfriend who you constantly have to protect?"

Peter shook his head seriously. "Gwen, I don't want you to make a habit of thinking that this is okay, because it's _not. _I'm really grateful for what you've done for us today, and you were a lot more professional about it than I was, but this isn't fair of me to do this to you. I can't let you get hurt because of me. I can _never _let that happen. Do you understand?"

Gwen sighed exasperatedly and wrapped her arms around him, grinning. "I know, Pete. I can never convince you otherwise. But could you just be a _little_ more open to letting me help you out more in the future? You don't have to do everything on your own all the time."

Peter wanted to tell her _hell no, it's too dangerous _as he always did, but knew she would never accept that—not this time. So he simply placed his forehead against hers and smiled beneath his mask, his white eye lenses reflecting her shimmering green irises as he adored her beauty. "Let's get you out of here," he told her, his voice echoing through the dark abyss. "Your family is probably worried."

The pathetic light that snake from the tiny holes above barely lit their way through the dank sewer lines, yet Peter was able to see rather well. Despite being without a flashlight, his eyes quickly adjusted to the blackness, and pretty soon his vision seemed abnormally sufficient. He blinked, surprised at how far he could see down the tunnel, watching the water sluggishly slide past them on their left and the rats skitter along the floor. He could tell it was only he who could see well through the darkness as Gwen stumbled behind him blindly, and he helped her walk, cautious to make sure there was nothing ahead for her to slip on. Was it possible that he had gained yet another power? This "spidey puberty" thing really came in handy sometimes.

Finally, after what seemed like an eternity of tip-toeing through an endless dark void, they came across the ladder that they had entered the sewers through. Peter climbed up first, pushing the circular cover up and away, and he squinted his eyes as harsh light poured through. He hopped out of the manhole, checking to make sure they were alone in the abandoned alleyway, then helped his girlfriend out. They took a moment to adjust to the brightness, the blazing sun indicating that it was about midday, then he took her hands in his.

"Alright, I gotta go back now. Get home quickly, and be safe." Looking thoughtful for a moment, Peter reached down into his spidey boot and pulled out a small device, laying in the center of her palm. "I made of a copy of S.H.I.E.L.D.'s secret file. It has everything they've been doing and planning on it. I want you to upload this to the Internet so that all of their deception and lies can be revealed to everyone."

Gwen looked down at the small port in her hand for a moment, curled her fingers around it carefully, then glanced back up at her boyfriend. "Those men in there. They really thought that what they were doing was helping people. I don't understand how someone could be so blind to something so evil."

Peter shook his head helplessly. "I don't either, Gwen. That's why we have to stop it, before they brainwash the rest of the world." Peter fired a web onto the roof and hung upside-down before the woman he loved, swaying gently from left to right. "I hope we can end this before it get's out of hand."

Gwen offered him a beautiful smile, slipping the device into her pocket. "You will. And I'll make sure the entire world knows about everything they've been doing. S.H.I.E.L.D. and Oscorp don't stand a chance against Midtown High's top two students."

Peter laughed lightly at that, realizing just how ridiculous it was that he and Gwen were involved in something so much bigger than their little high school lives. He wondered what they would both be doing right now if they were just a regular teenage couple—two lovers, blissfully ignorant of the evil that lurked in the shadows around them. Peter wished he could give that to her. It was what she deserved, after all. Her life was complicated enough without Spider-Man swinging into it and flipping her whole world upside-down, and he sometimes wished for her to just flat-out dump him and find someone who could grant her that bliss. But it seemed that the two of them were utterly inseparable, joined at the hip, stuck like glue, and that provided Peter with a guilty sense of relief. He had no idea what he'd do without Gwen Stacy.

With a blink of her eyes, Gwen stepped towards him. She reached out and laid her hands on his neck, slipping her fingers underneath the red fabric. With gentle movements, Gwen rolled his mask down past his lips and nose, revealing Peter's quirky smile underneath. Letting out a soft giggle, she rose up on her tip-toes, cradling his head in her hands, and kissed an upside-down Spider-Man in the empty alleyway, the sounds of cars rushing by and the dull buzz of the city around them melting away. The moment had a serenity to it that seemed magical, like it could go on forever and ever without either of them or the rest of the world realizing it. If only that were the case.

Regrettably, as the cruel bite of reality began to seep back into their consciousnesses, the two finally separated. After pulling his mask back over his chin, Gwen smiled brilliantly—a genuine, beautiful smile that spread across her entire face and crinkled the edges of her eyes, which made Peter's heart skip a beat. Tony Stark was right: he had no idea how he of all people had won the favor of the amazing girl that stood before him. Maybe, just as he had been bitten by destiny, Gwen Stacy had been bitten by the love bug.

"Bye, Pete," Gwen whispered to him, then strolled down the alleyway and onto the bustling sidewalk, fading like a ghost into the sea of swarming bodies. Just like that, Gwen Stacy was gone from Peter Parker's sights yet again. He wished with all his heart that he could just chase after her and forget about all of this S.H.I.E.L.D./Oscorp hullabaloo, forget about being Spider-Man, and just be the person she deserved. A chilly wind whipped past his body, sending shivers across his skin, and he sighed. He couldn't leave now, not yet. People still needed his help, and he'd wasted enough time as is. Feeling sullen, Peter dropped to the ground, his fingers and toes lying flat against the disgusting concrete beneath them. Being a teenage superhero sure was lonely.

As he scooped the manhole cover up off the street, ready to descend back into the darkness below, Peter's spidey sense suddenly tingled inside his skull. The sensation startled him, as he had no idea what could be causing it, and he quickly turned around. To his shock, he was met with the butt of a sword slamming hard against his chin before he, even with his advanced agility, could dodge it, and was sent flying back against the ground, his head hitting against its surface roughly. He let out a groan as he slowly sat back up, cradling his skull and wondering who the _hell_ was attacking him out of nowhere and how they were fast enough to land a hit on him like that, then he slowly looked up.

A silhouette of figure stood over him, blotted out by the sun's harsh rays glowing from above his head. Suddenly frightened, Peter scrambled to his feet, assuming a defensive position as the throbbing of his skull and chin began to fade. The shadowy figure strolled forwards, their steps slow and confident, which set Peter's nerves on edge. Finally, the dark form entered into the light, and Peter had to take a minute to comprehend what he was seeing. This was no average S.H.I.E.L.D. goony or Oscorp scientist that he had ever seen, and he had no idea what to think. After a long and tense moment of silence, neither of the two of them making a move, the person before him finally spoke, and his voice was not at all what Peter was expecting.

"Aw, _man," _the unidentifiable person whined loudly, his shoulders going lax and his head dropping back in clear disappointment. "That was _supposed_ to knock you out. Why do you have to make this so difficult?"

Peter just stood there in silence, not knowing how he should react as his eyes absorbed the bizarrely dressed man before him, his muscles still coiled in preparation for a second attack. The figure took another step forwards, and he flinched back.

"What are you talking about?" he growled at him, his body tense. "Who are you? What's your problem?"

"Tsk, tsk, so many questions!" the man laughed obnoxiously. Peter watched as he reached behind his head and drew another sword from the sheath on his back, which glistened in the sunlight alongside the one in his other hand. The dual swords pointed at him threateningly, causing nervousness to catch in his throat. "Don't be such a _spazzoid_, little hero. I'm not asking for much! Just come quietly with mama so she can take you home."

Now Peter's fear was beginning to be replaced with downright confusion. Before he could think about it very much, however, the man suddenly sprinted at him, his swords out at his sides, and Spider-Man reacted instantly. He jumped backwards in a back handspring, flipping a few times as the blades hissed past his legs, and landed in a low crouch. The figure was amazingly fast though, and Peter's instincts kicked into overdrive. He swung his foot up and out, connecting it against the side of his head, and the man crashed against the wall with a yelp. He recovered quickly, however, and jammed the butt of his sword into Peter's stomach, causing him to choke. With a wide swing, Peter smashed his fist against his masked enemy's face, cringing as both his knuckles and the man's head cracked loudly.

"Ow! You big meanie!" he hollered, rubbing at his sore cheek as Spider-Man flipped away and landed in front of him. Then a demonic tone entered the man's voice, and he spoke several octaves deeper than normal, which was incredibly unsettling. "I'm going to tear out your pancreas and _eat _it for doing that."

"Dude, what the _hell?_ You're seriously messed up." Spider-Man rubbed at his aching stomach as he rose to his feet. "And for real—why are you attacking me?"

Without answering, the figure rushed at him yet again and kicked him hard in the side. Peter was shocked at how quickly the man moved, as he didn't have any time to react before the sharp pain struck him. He sprang into the air and kicked the masked man's hand, failing to knock the sword out of it, then swung around and punched him hard against his temple. As he recovered, stumbling back a bit in surprise, Peter jumped into the air again, both his feet out in front of him, and slammed them right into his attacker's forehead. Then he sprang off his face, which gave him a boost, and with the extra height, Peter landed against the wall and crawled high above his enemy while he slashed at his feet with his swords. This guy could sure take a hit, as he seemed to have already composed himself after being slugged in the face _twice_ now. The masked person below jumped up and down, swinging his swords around like a madman as he tried to reach Spider-Man above, but he was much too high.

"What's your deal?" Peter yelled down at him, watching as his tantrum continued. "Why are you after me? And how the hell did you even find me?"

"Come back down!" he begged, lowering his swords to his sides. "Now I'm lonely."

Peter narrowed his eyes, growing tired of his bipolar personality. "Not until you answer my questions."

The figure groaned over dramatically, spinning in circles like a bratty three-year-old. Then he finally plopped to the ground, his swords clattering against the concrete in defeat. _"Fine_. Only because you're cute. But make it quick! I'm on a tight schedule, little spider."

After a second longer of dim confusion, Peter shook his, then spoke. "First of all, why are you even after me?"

"Uh, _duh," _he giggled, rubbing his fingertips together. "I'm after the moolah on your head! Do you know how many people are after you, and how much they'll pay to get their grubby little paws all over your face? I'm starting the bid at four million dollars. Mama's going to be rich!" He rested his chin on his fist for a moment. "Also, I'm sick of people comparing me to you. Calling me 'Ninja Spider-Man' or whatever. _You_ obviously copied _my_ costume design, yah boob."

Peter took a moment to seriously wonder if this guy was for real, then clicked his teeth together. "Uh…alrighty, then. But how did you find me here?"

"I saw you and a bunch of other fuzzy little man peaches climb down that manhole awhile ago, then I just waited for you to come back out! Wasn't that smart?"

There was a pause as Peter considered this. Had lots of people seen he and the rest of their crew sneak into the sewers? As far as the world knew, he was dead, and he wanted it to remain that way until all of this was over with. He seriously hoped that this guy just so happened to be at the right place at the right time.

"I, uh, I guess so. Anyway, I still need to know." Peter narrowed his eyebrows underneath his mask, his sticky fingers keeping him glued to the wall. "Who the _hell_ are you?"

At that, the man in the red and black skin-tight bodysuit laughed out loud, which grated on both Peter's nerves and ears. He rose to his feet, scooping the twin swords off the ground and gripping them in his gloved fingers. It was then that Peter noticed the utility belt strapped around his waist with the small symbol placed in the center that matched the man's mask, with thick black circles surrounding the eyes and the rest being a dark red color. The fabric stretched across his body clearly displayed the powerful muscles the man had underneath, despite his frame being relatively thin. He spun the swords between his fingers, obviously smiling behind his mask.

"You mean you've never heard of me? Wow, that hurts." He offered him a sort of curtsy, like a princess addressing her prince. "I am known by many names, Spidey. Let me think for a second…" He tapped on his chin, feigning thoughtfulness. "Oh dear, where should I begin? Well, let's see. Some people call me by my real name, some people call me by my nickname, and still others call me by my, uh, _code name,_ if you will." He laughed again, and Peter was growing terribly impatient. Finally, the masked man spun around and threw one of his swords at the wall, which stuck into the brick right by Spider-Man's head, causing him to jump. He grinned.

"I am Wade Wilson. I am the Merc With a Mouth. And, my personal favorite, I am _Deadpool."_

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><p><strong><em>THE THING. Yeah, I did it. I couldn't help it. I'm sorry. No I'm not. Plz don't hate me. Chapter 19 comes out whenever I have time to write it...so yeah. Review plz :)<em>**


	19. Chapter 19

_Disclaimer: I dunno yeah whatever I don't own things copyright crap yay  
><em>

_**FINALLY I FINISHED THIS CHAPTER HOLY MARSHMALLOW PAJAMAS. Junior year is rough, people. Freakin AP classes, freakin basketball, freakin hoco, I'm booked. But hey, look, I did it. Chapter 19. Somehow. I told you I am going to finish this story one way or another, no matter how long it takes, and it will be beautiful. So for those who care haha don't stress I haven't stopped writing, I just have had very little time to do so. So read it and hopefully enjoy. :) No *shivers* yaoi btw, just Deadpool being an annoying little butt as usual. ;)**_

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><p><em>Chapter 19<em>

Honking cars and chattering people flowed past the alleyway, yet no one took notice of the bizarre scene unfolding between the two red figures within it.

"Deadpool?" Peter repeated, pulling the sword out of the wall that had almost impaled his head. "What kind of name is that?"

"Don't you just absolutely _love_ it?" Deadpool squeaked excitedly, hugging his remaining sword against his body. "Yeah, you do. I can tell."

Spider-Man rolled his eyes beneath his mask. This guy was completely and totally _insane._ But from what he'd learned from their short spar together, Peter could tell that he was incredibly powerful. He didn't want to let his guard down and end up being beaten by a guy with a name like _Deadpool, _so he refused to underestimate him.

"Are you some kind of mercenary?" Peter asked him, taking in the details of the sword he now held in his hand. Its blade was long, straight, and terrifyingly sharp, and the grip felt comfortable in between his fingers. Out of curiosity, swung it around a little bit, listening to the blade's fine edge slice through the air.

"Did you not catch my 'Merc With a Mouth' comment at the end of the last chapter?" Deadpool whined, pointing up at the man above his head. "And give me my other sword back so I can slice open your spleen!"

"Why the hell would I do that?" he snorted, clutching the grip firmly in his hand. "And you're not going to kill me, by the way—no one's going to pay four million dollars for a _dead_ Spider-Man."

Deadpool lowered his sword slowly, appearing bashful. "Oh. Really? Wow. That sucks. I would. Okay, then. This makes things a whole lot better for _you!_ Just climb back down here all sweet-like, and I'll take you like a baby kitten in a mommy kitty's mouth to the flea market. Sound good?"

Peter huffed irritably. "I'm not coming with you anywhere. There are people who need my help in Oscorp. They could be dying right now while you're wasting my time. Could this wait until after I've saved them?"

Deadpool pulled a little notepad and pen out of his utility belt, flipping through the pages and scribbling something down on the paper. "Oscorp! I totally forgot about them! I bet they'll pay in the _billions_ to get their hands on you." He paused for a moment, looking thoughtful. "Is that O-Z-G-R-O-P-E, or A-S-S-C-A-R-P?"

This was getting ridiculous. "I'm being serious! They're doing horrible experiments on them right now, trying to turn them into some kind of super-soldiers, and it either ends up killing them or turning them into half-man, half-animal monsters!"

Deadpool's unintelligible scrawl across the page suddenly slowed, and he looked back up at him. "Experimenting?"

"Yes, asshole. _Experimenting. _But since you apparently don't take anything seriously, all of them and many more are going to be tortured to death by those scientists before I can get to them. So _please,_ just let me go, so I can save them."

The mercenary's demeanor had changed suddenly. He glanced back down at his notepad for a moment, appearing in deep thought. Then he slipped it back into his utility belt along with the pen, placed his hands on his hips, and stared up at Spider-Man sticking to the wall, grinning beneath his mask.

"Okay."

Peter blinked. "Okay what?"

"Okay. I'll let you go help them."

Peter was taken back. "You will?"

"Yep."

Pleasantly surprised, Peter held Deadpool's sword down at his side. When the mercenary didn't move from where he stood above the manhole, however, he became skeptical.

"Why the sudden change of heart?" he asked him suspiciously, not moving any closer to where the masked man stood below. Deadpool shrugged.

"I don't like people who experiment on other people is all," he explained casually. "Speaking from experience, when a bunch of lovely friends o' mine did this cute little thing where they pooled their money while experimenting on _me,_ betting and whatnot over when I'd be dead."

Peter put the pieces together quite easily. That possibly explained why he was so overpowered, why he might be a little off the deep end, why he suddenly cared about Peter's mission, and why he had acquired such a bizarre name like_ Deadpool. _Still, Peter's sympathy for the mercenary was limited, seeing that he wanted to sell him for money like a prized pig in a butcher's shop.

"Well, in that case, would you be doll and get out of my way now so I can hurry along?"

"Oh, I'll let you go, little Spidey," Deadpool assured him. Then he held out his hand as if he expected Peter to take it from way up high where he sat, smiling beneath his mask, "but you have to bring me along with you!"

Peter faltered. "What? No."

"What? _Yes!_ You have to bring Deadpool with you! That's part of my deal."

"Or I could just web your annoying ass to the wall and leave you here," Spider-Man suggested, aiming his wrist at the red and black figure below. "That would make this a whole lot easier."

Deadpool giggled. "If you do that, I'll tell the whole world about Spidey's little _girlfriend."_

At that, Peter's words caught in his throat. "W-what?"

The mercenary knew he had him now. "That's right! I saw you smooching up a storm with that su-_mokin' _hot blondie before I came waddling over yonder. If you don't let me come with you, I'll tell everyone about Spider-Man's secret lil' cutie crush! What was it you called her? Gwen, right?"

Well, wasn't this a_ fun_ little predicament. Peter just knew there would be consequences to bringing Gwen with him, one way or another. How could he have been so _stupid? _He groaned frustratedly, knowing now that he didn't have a choice. Gwen's safety was his priority. He couldn't risk having the whole world know who Spider-Man's girlfriend was, which would evidently lead to the whole world knowing who Spider-Man was. Also, Ms. Stacy would become some sinister villain's new hostage every other day, and he could never do that to her. This sucked.

With a huff, Peter's head fell back against the wall in defeat. _"Fine. _But all you're going to try to do the whole time is gag me while my back is turned."

"No I won't!" Deadpool assured him, placing his sword between his palms and bowing. "Scout's honor."

Peter was in no way convinced, but reluctantly made his way down to the ground. "Why do you even want to come?"

Deadpool leaned against his sword. "I like Spidey. I want to turn up with him and get lit at shindigs. We can _totes_ be bruhs. And I won't try to snatch him up, as long as he feels the same. You dig?"

"No," Peter huffed honestly, "I don't. But whatever."

When Spider-Man finally stepped onto the ground before the mercenary, who stood a few inches taller than him, he begrudgingly handed him his sword back. Deadpool took it from him, slipped it back into its sheath, and out of nowhere, wrapped Spider-Man's thin frame in a crushing hug. The sudden embrace scared the living crap out of him, and he instantly tried to pull away, but Deadpool refused to let go.

"What—what are you _doing?" _he sputtered, struggling to shove him off.

"You're just so _adorable,"_ Deadpool squeaked as he squished him. "Can I have ten Spideys in a basket with bow ties?"

Peter finally managed to pry himself loose from his strong grip and scrambled away from the mercenary, feeling incredibly awkward.

"Yeah, okay. Don't ever do that again."

"Are you not a hugger?" Deadpool asked, tapping on his chin. "Are you like those European hobos who French kiss each other as a greeting?"

_"No,"_ Peter stated indignantly, dusting himself off as if he'd been infested with some type of Deadpool germs. "I'm not an anything. I'm a guy trying to help people. So if you're dead set on coming with me, then let's go."

"Hehe! Dead set. I see what you did there. _Dead._ Like _Deadpool."_

Peter ignored him and walked over to the manhole, peering deep inside the dark void. This would be his third time having to navigate his way through the sewer system, not including the many trips he'd taken while hunting the Lizard, but he knew for a fact that this was most definitely _not _going to be a charm. Without checking to see whether or not the supposed 'Merc With a Mouth' was following, Peter dropped inside the hole and landed in the darkness, his eyes having trouble adjusting at first. He heard Deadpool replace the manhole cover, then drop down beside him, unsheathing his swords as he hit the ground. Peter's vision slowly focused on the eerie surroundings. Sick of the all-too-familiar feeling of being trapped under the city, he released a sigh and started the journey through the cave once more, his pace quicker than before. Deadpool blinked in the darkness, almost completely blind, and sped after Spider-Man, grabbing him by the arm.

"It's scary down here!" he whimpered, huddling close against him. "Why do we have to come this way?"

Peter wrenched away from him, frowning irritably. "Because we can't just waltz inside the front doors of the Oscorp building. We have to stay out of sight, and the prisoners are likely being kept in underground cells. So this is quicker."

"I can't see anything!" he whispered, groping around in the darkness blindly. "You have to be my seeing-eye spider, or I'll die. And then I'll sue you."

"Just follow my footsteps," he instructed him impatiently, half-wishing that he'd just fall into the sewer water and float right out of his life.

"Can you hold onto the end my sword handle, please?" he begged, and Peter felt it prod against his side. Grumbling curses under his breath, Spider-Man grabbed onto it fiercely and marched forward, wondering how, of all the wackos in New York City, he'd ended up with this guy.

Once the two finally reached the entrance to Oscorp after what seemed like decades of Deadpool blabbering on and on and on in the darkness until Peter seriously considered sticking his head with the sword to put himself out of his misery, he quickly kicked the book out of the doorway and slipped inside, relieved to find that the room was still empty.

"Oh yay, we're here!" Deadpool squealed, rolling into the room and crouching low to the floor, his voice descending back into the terrifyingly deep persona it had once before. "Whose head shall roll across the ground first?"

"Will you _shut up?" _Peter hissed at him, crawling onto the ceiling. "You're going to give us away! And nobody's heads are going to be rolling on the ground—this is a rescue mission, not an assault."

Deadpool sighed loudly, rising to his feet. "You know, you are just no fun. What's a party without a couple of rolling heads?"

Without answering, Peter crept across the upside-down surface and pushed the ajar door open, which led to the staircase. He skittered inside, listening intently for any voices or footsteps, but heard none. Satisfied, he dropped to the floor, and Deadpool glided in behind him. They began making their way down the stairs, their footsteps echoing softly against the walls.

"So what's your weakness?" Deadpool asked him suddenly as Peter tip-toed cautiously beside him.

"Don't have one," he answered.

Deadpool rolled his eyes. "Oh, _come on._ _Every_ superhero has a weakness."

"Not me," Peter assured him as they came to the next door. He walked up to it and peered through the tiny window, seeing no one on the other side.

"If I tell you my weakness, will you to me yours?"

"I don't _care_ about your weakness," Spider-Man snapped at him, slowly pushing the door open and peeking around it with caution. A few men were walking down the hallway in the opposite direction, but they vanished around the corner rather quickly. He stepped inside once they were gone, his head on a swivel.

"My weakness is chimichangas," he confessed with incredible guilt in his voice. _"Chimichangas._ Have you ever had chimichangas before?"

Peter crept with caution down the hallway while Deadpool strolled behind him carelessly. "I don't know. I—maybe. I don't remember."

"I think you'd remember if you did," Deadpool scoffed, crossing his arms. "They're demonically delicious. Like, they're so good, they're_ evil,_ y'know?"

"Yeah, sure," Peter murmured, arriving at the next door. He'd basically memorized the way through this underground labyrinth by now.

"I want you to say chimichangas for me," Deadpool instructed him, then giggled. "See? Just _saying _it makes me all discombobulated. You try it."

Peter jostled the door handle, but it had been locked. And now, they were without Gwen and her retinal-scanning magic. He cursed frustratedly.

"Great. Now what are we going to do?" Peter grumbled. He spun back around, his fists balled at his sides, only to find that Deadpool's face was mere inches from his own, and he jumped with a start.

"I have a plan."

Spider-Man flinched away, bumping against the door in surprise before recovering. "Damn, we need to get you a bell," he muttered, rubbing at the back of his head. "What, then?"

The red and black mercenary lifted his index finger into the air pointedly. "First, you have to say chimichangas."

Spider-Man groaned in disbelief. "Are you insane? Like_ literally_—are you mental? Is there something wrong with your brain? Because that's basically the vibe I've been getting from you this whole damn time."

"I have cancer," he explained coolly, which instantly made Peter feel like royal jerk. He relaxed his shoulders and unclenched his fists, noticing the small white slits in the centers of the black fabric on his mask where Deadpool's eyes could see through. "And yes, it is all up in my brain and junk. But no worries—thanks to a bunch of whack nut scientists and a little Wolverine DNA, I'm spiff and span."

"Are you seriously trying to tell me that cancer can be cured by _wolverine _blood?" Peter scoffed, shaking his head back and forth. "Man. You are one jacked up fellow, Wade."

Deadpool squeezed Peter around the middle yet again, making him choke. "Aaaaw! You remembered my name! Aren't you just the sweetest little sugar plum princess I've ever met!" Then he released his struggling form, watching Peter fight to catch his breath, and dropped his voice low again. "Now say _chimichangas."_

Peter had just about had enough of this idiot Deadpool for one day, or rather one _lifetime,_ but grabbed him by the fabric on his collarbone, knowing well that they needed to get through this place as quick as possible, and hissed between his gritted teeth viciously. "Chimi._ Freaking._ Changas."

Wade smiled jubilantly beneath his mask and petted Peter on the head. "See, little hero? Wasn't that just _enlightening?"_

"No," he snapped, shoving him against the wall before letting go of his black and red costume. "Now what's your damn plan?"

Deadpool laughed loudly, causing Peter to cringe. "You know, you're just so _cute_ when you're angry. Not nearly as cute as that blonde babe, though. She was quite the catch." He continued to pet Spider-Man's masked head like he was a puppy until Peter wanted to bite his face off and spit it on the ground.

"Your _plan,_ Deadpool!" he hissed again, slapping his hand away. "How do we get through this door?"

Wade giggled. "Oh, right. Okay. Yeah. Here we go." He rubbed his gloved palms together, then pointed both fingers at Spider-Man's red and blue form. "First, we're going to need twelve ukeleles."

Peter was just about ten thousand and seven percent done with this guy. He palmed his face in his hands, wondering how someone so unbelievably and incomparably annoying could possibly _exist._ Then he forced himself to take a calming breath, trying his best to keep his cool, then slowly lowered his hands.

"In case you haven't noticed, I am desperately fighting the urge to _strangle the freaking life_ out of you right now. Gloves don't leave fingerprints, after all. So I'm going to ask you one more time: do you have a real plan, or not? If not, I think I'm just going to break the door down."

Wade drummed his fingers against his neck. "Sorry, strangling won't work. I've already tried it," he explained, then stepped closer to Peter than he felt comfortable with. "But go ahead, if you must."

Spider-Man pushed him away forcefully, gritting his teeth. "You clearly don't seem to grasp the concept of _personal space."_

"Grasping concepts is no fun," Deadpool whined, clapping his hands together, "but grasping personal space? Trust me, young padawan, as a world-renowned womanizer, I've done _plenty_—"

Suddenly, Peter heard the lock on the door behind him click open. He felt the solid surface swing away from his body, and his heart sank in terror. Spinning around on his heels, the two masked men froze as they found themselves standing before a single lonely scientist, who was dressed in a white lab coat and slurping on a cup of coffee. When his eyes landed on the two figures dressed in skin-tight red suits standing in the hallway, he spat into his mug, almost choking.

"Uh, hi," Deadpool greeted him sheepishly, wiggling the ends of his fingers. "¿Donde esta el baño?"

The man gawked at the two of them a moment longer, absolutely astonished, then finally came to his senses. He whirled around, sprinting down the hallway and yelling in terror, his coffee sloshing out of the mug and splattering against the floor. Peter flinched in surprised.

"I'll gouge out his pelvis," Deadpool assured him, drawing his swords from their sheaths, but Peter stopped him with a hand against his chest.

"No, I got this," he sighed, and aimed his wrist at the shrieking man. Pressing down on his palm, Spider-Man fired a strand of webbing that went zipping down the hall before striking against the scientist's back. He yanked his arm backwards, and the man came flying back down the hallway, sending coffee painting the walls. With a whip of his web, Peter flung him onto ceiling and stuck him there with a rain of sticky netting. The Oscorp scientist screamed dully from beneath the thick blanket, barely able to twitch, until finally ceasing his attempts to escape, accepting defeat.

Peter sighed. "That'll hold him for now. C'mon, let's go before someone notices."

"That's disgusting," Deadpool marveled, poking at the webbing stretched across the wall before skipping down the hall after Spider-Man. They made it through the next room without incident, until finally Peter stood before the _Chimera Synthesis Testing _door once again. He stared at the unnerving words splayed across the surface for a moment, then crawled up the wall and stretched the thin bars apart once more. He stared down the dark ventilation shaft, and found it to be empty. He hoped that meant that Stark and Rogers were okay.

Peter skittered inside and turned around, ready to help the moron behind him climb up, but watched in surprise as he leapt off the floor and scrambled inside along with him without any sort of boost, his swords sheathed. Spider-Man blinked his eyes behind his mask, slightly impressed, but didn't dwell on it much as he spun back around and began crawling down the air duct, his fingers and toes gliding noiselessly across the metal surface. Deadpool tried to mimic the insect-like way Spider-Man slithered close to the ground, but his sword sheaths kept bumping against the walls, sending loud vibrations humming through the shaft that made Peter cringe.

"I wonder if this is what it feels like when you die," Wade thought out loud, squinting past Spider-Man's dark form. "You know, with a light at the end of the tunnel and all that?"

"That's very deep, Wade," Peter murmured irritably. "Now shut your trap unless you want to find out."

As they neared the exit, Peter slowed his pace. He crept up to the grate cautiously, peering between the bars, and heard the voices of the three men on the other side before he saw them.

"How're the two new subjects doing?" one of them asked, scribbling something down in a notebook. Another sighed exhaustedly.

"Not good," he admitted, rising to his feet with his hands on his hips, hanging his head low. All of the men were dressed in strange lab coats, gloves, and masks that made Peter feel uneasy. "Their minds are already compromised. No surprise, though—_Ophiophagus hannah_ DNA has yet to work on anyone. It's the same thing, over and over again. No matter how many diagnostic tests we run or what type of animal species it is, the serum combats against the human nature too harshly, and their former consciousnesses deteriorate." He sighed heavily again, staring down at his feet.

"Another dud, eh?" the third man laughed while he poked at something in a petri dish with a small hook. "Shocker. Where are they now?"

Upon saying this, a sound that made Peter's skin crawl suddenly grumbled from the corner of the room. Unnerved, he glanced to his left, and as he focused his advanced hearing, more unsettling noises began to creep into his ears. Heavy, raspy breathing, scales scratching against a metal floor, an irregularly rapid heartbeat, and a deep sort of moaning sound. The man who was standing strolled across the room, his hands in his pockets, and stopped before what appeared to be a large box covered with a thin blanket. Setting his jaw, he reached out and gripped the sheet in his fingers before slowly pulling it away, revealing the contents underneath that made Peter gasp.

Inside a cramped metal cage, thin and sickly looking, was a creature that chilled Peter to the bone. Its body somewhat resembled the shape of a woman's, but her skin was bizarrely patterned with some areas being normal and others covered in splotches of brown and black scales, which scratched against the ground and fell off her body as she moved. As the sheet was lifted away, she shrunk back in fear while hissing viciously, clawing at the light invading her eyes. It was then that Peter noticed that the she had a long, scaly tail and diamond shaped pupils, which dilated into thin lines as her distorted body was unveiled. Her face was completely covered in dark brown scales and her nose was nothing but two nostril slits, and she bared her teeth menacingly, two long, sharp fangs curling out from under her gums that dripped with transparent liquid and were hooked like daggers. Despite the fact that the creature appeared to be more like a snake and a woman cross-species, the resemblance was unmistakeable and caused a shiver to quake down Spider-Man's spine.

It looked like the Lizard.

"The other one died about an hour ago, but this one seems to be holding up a bit better." The scientist rapped his knuckle against the cage, jumping back and chuckling as the creature lunged forward in an attempt to bite his hand, clawing at the open air and gnawing at the bars, its scissored tongue flickering in and out of its mouth as saliva and venom dripped down to floor. "What should we do with it?"

"Just put it back with the others," the other guy instructed with a careless flick of his hand. "I'll go back there to get a couple of new guys to work with later."

Peter narrowed his eyes furiously beneath his mask. _So that's where they're keeping the prisoners, _he thought, watching as the man wheeled the caged woman through a door, who shrieked and hissed the entire way, until disappearing down the hallway. He had to follow them. But how were they going to get past the two remaining men without getting caught?

"Spidey, darling?" he heard from behind him, feeling a finger poke between his shoulder blades that caused him to flinch. "What's the holdup?"

"We have to follow those two," he whispered back, clenching his teeth together as he contemplated what to do.

"Who two?" Deadpool asked, and Peter suddenly felt him rush forward, squishing Spider-Man's body against the wall. "Scooch over, bug! Lemme see."

"What are you _doing?"_ he hissed, shoving him away, but was answered only by being crushed even more so, causing his words to croak in his throat. Ignoring his protests, Deadpool pressed up against the grate, peering curiously inside the room. He curled his fingers around the bars, and instantly Peter felt his spidey sense flicker inside his head. The bolts holding the grate into the wall suddenly slipped from their holes, and the metal frame began careening towards the floor. In a flash, Peter shot forward, stuck out his wrist, and fired a strand of webbing that chased after the falling object. Just before the grate would've clattered noisily against the floor, the webbing latched onto its metal form and halted its rapid descent, leaving it hanging mere inches from the ground. Spider-Man glanced out into the room nervously, praying that no one had noticed their little incident, and was incredibly relieved when he saw that neither of the two remaining men had even bothered to glance up from their work. He sighed slowly, listening to his heart beat violently against his chest, then glared back at Wade's chipper form.

"Do you purposely try to make an ass of yourself, or does it just happen naturally?"

Wade appeared thoughtful. "Depends on what I eat for breakfast, and what the lady writer of the universe decides for me to do."

Peter rolled his eyes beneath his mask, slowly reeling in his catch, when a loud voice suddenly cried out in the room caused him to jump.

_"What?" _one of the scientists yelled, pressing his finger against his ear. After a moment of uncertainty, he shot a look over at the other man standing over the petri dish, clearly alarmed. "Somebody's broken into sector C of the cross-genetic labs! How—how is that even possible?"

The second Oscorp employee rose to his feet rapidly. "What? _Who?_ How did they…?"

Shaking his head, the other man ran across the room and shoved a door open. "Come on, we'd better go find out."

In a flurry of stampeding footsteps, the two flustered scientists scrambled out of the lab, the door slamming shut behind them, and once their voices had faded down the hallway, the room became very quiet.

Peter had a pretty good idea of who was causing the ruckus.

After a moment of hesitation, Peter cautiously crawled out of the hole in the wall, his body hugging close against the sideways surface. Wade jumped down to the floor close behind him, flexing his fingers in preparation to whip out his katanas and slice someone's torso in half, and the two slipped across the room towards the exit. Spider-Man reluctantly pushed against the door, and was surprised to feel it give beneath his touch. Waving his hand forward, he and Deadpool crept through the doorway silently. Once they'd made it into the room on the other side, Peter's body went rigid, listening to the door creak slowly shut behind them.

It felt as if they'd walked into some kind of otherworldly dog pound. Barred cages bordered both sides of the long and dim hallway before them, which felt as though they were closing in on their red forms. All sorts of strange and deformed limbs jutted out between the gaps, grasping and slashing at nothing in particular and clawing at the floor. And the _noises. _For once, Peter absolutely despised the fact that his hearing was so advanced and that he could pick out every little sound resonating through the room, whether painfully loud or eerily quiet. Growling and hissing, moaning and spitting, screeching and wailing, scratching and weeping. It all reverberated deafeningly in his ears and caused chills to ripple across his skin as the indescribable pain of the creatures around him echoed from every direction. Swallowing his fear, he cautiously stepped forward, his heart sinking lower and lower as he took in the horrifying beasts around him.

Everywhere he looked, they were there, and they never seemed to end. Huddled in the corners, collapsed across the floor, fighting to escape their prisons, lying in pools of blood, or simply moaning in agony, they were there. Monsters created by the sick and demented minds of the scientists at Oscorp. Innocent men and women genetically combined with thousands of varying animal species through the unsanctioned mutation of their cells. On his left he passed what looked like a man mixed with a hyena, on his right was a woman and a wolf chimera, whose skin was peppered with inconsistent patches of thick, gray fur. Her arms were human, but her back legs were those of a wolf's, and her lips curled into a snarl as Peter passed. They continued, on and on, each new pair of disturbing cross-species monstrosities always seeming so much worse than the last. Peter wondered how much more his eyes could take.

"This is…messed up," Deadpool finally whispered, stopping in front of one of the cells. A lion chimera was shrunk back deep into the corner, growling menacingly, its human eyes locked on his red and black mask. "They've turned all these people into monsters. Like me."

Peter sighed and turned around, staring down at a chimera's face which was split right down the middle: half tiger, half woman. "These poor people. They've been transmuted by some freak science crap into these hideous creatures. What kind of demented people do things like this?"

"Hey, don't call them hideous," Wade barked with a surprising amount of tenacity in his voice. "You shouldn't judge someone or something by their appearance. There's more to people than what's seen at face value." Popping open up one of the compartments on his utility belt, a waterfall of Froot Loops poured into his palm. He walked up against the bars of the lion man's cage and held out the cereal for the beast to take, smiling beneath his mask. "Here, kitty kitty. You look hungry. Come get some nom noms from mama. I doubt the boobs who work here feed you anything nutritious."

Peter narrowed his eyes, wondering why he'd become so defensive all of a sudden, when his spidey sense began pinging at the base of his skull again. He glanced up in alarm, wondering what was going on _now,_ and felt his heart leap out of his chest.

The lion chimera's muscles were coiled against the floor as he bared his glistening fangs and lapped at his lips. Instantly, Peter sprinted towards Wade, knowing well what was about to happen, but not quick enough to stop it. The cross-species launched itself forward, flying across the cell with incredible speed, a bloodlust in its eyes. Deadpool, at that moment, realized what was happening as well, but his reaction time was too late. He stumbled backwards, trying to evade the attack, but it was on him before he could escape. The lion chimera's jaws latched onto Wade's arm just past his elbow, digging deep into his flesh and causing him to yelp in surprise. Peter froze in place, his eyes wide, staring helplessly as the lion bit down on Deadpool's arm and having no idea what to do. Wade hissed between his teeth and slowly looked down at the chimera's deformed face, not making any move to try to escape his grasp.

"Hey, Mr. Kitty," he whined, acting bizarrely calm despite his rather critical situation, "why'd you go and do that? I was just trying to be hospitable."

Then, to Peter's horror, the lion chimera began wrenching Wade's arm back and forth, snapping his humerus bone in half and mutilating his flesh. Deadpool pulled away, trying to yank his arm out of the powerful beast's jaws, but his efforts were fruitless. The terrifying tug-of-war went on for a few more seconds, until a gruesome ripping noise suddenly cut through the air and caused Peter's stomach to turn. In one quick jerk, the lion chimera whipped its head back, and with it came Deadpool's limb. He sprinted to the back of his cage with the mangled arm still clutched in his jaws, and Wade collapsed to the floor in a messy heap, groaning. Peter rushed forward.

"Oh my gosh," he gasped, dropping beside him. The pathetic stump of flesh that was left of his arm was raw and red and dumping buckets of blood across the floor, creating a pool beneath Wade's body. Stringy muscle and skin dangled from the wound, dripping with crimson liquid and causing Peter's face to turn green. With disoriented reluctance, he reached out and took the stump in his shivering hands, trying to put pressure on the horrible injury in order to stem the overwhelming flow of blood and feeling his gloves instantly saturate in the sickly warmth. He hadn't a clue how he could help him, and knew he would bleed out soon if he didn't find some way stop it. Not to mention that they were trapped in mad scientist hell far beneath the city streets above. Their situation was desperate, and Peter was ill prepared to face something as serious as this. He began to panic. To his surprise, however, Deadpool slowly sat upright, gripping his head in his remaining hand.

"Don't move," Peter told him sternly, feeling blood drip between his fingers. "I—I'm going to try to get you out of here. Just try to stay calm."

"I'm going to sock Mr. Kitty in the _gall bladder_ for that!" Deadpool yelled, balling his fist in the air with a surprising amount of energy. Peter ignored him and angled his wrist at the bleeding stump, pressing gently on his palm with his two fingers.

"I'm going to try to seal the wound with some of my webbing," he told him, spraying a thick coat of web fluid over the red flesh. Once that was complete, he began wrapping a thick band of webbing around the base of his arm, just below the shoulder, to try to form some sort of tourniquet but unsure if he was doing it properly. Deadpool blinked in surprise, and turned to watch as Spider-Man worked diligently on his bleeding wound. He stared at the hero's shaking, blood-soaked hands as they tried to fix his injury with a dim sort of curiosity for a moment, then finally spoke.

"What are you doing?" Deadpool almost laughed, trying to pull the webbing off his forearm, but Peter shoved his hand away.

"I'm trying to save your damn life!" he yelled at him, attempting to tie off the end of the tourniquet but his quivering fingers refusing to settle long enough for him to do so. He cursed bitterly and pressed his hands against the floor, fighting to keep his cool, but all the blood was making him feel lightheaded. He forced himself to take a few calming breaths, the sounds of the beasts wailing in agony around him pulsating in his ears and sweat beading down his face. Deadpool cocked his head to the side, and an amused tone entered his voice as he watched the panicky hero pant heavily.

"What are you being so spastic about?" he asked carelessly, pulling away from him and rising to his feet. He ripped the webbing off his wound, which was already saturated with blood. "It's no big deal, Spidey-Bro. I'll be fine. But I do need a bit of a favor." He pointed with his left hand to the lion chimera in the cage, who was gnawing on his severed limb in the corner. "Would you be a doll and retrieve mama's arm from that asshat Mr. Kitty? It's hard to use dual swords with only one arm. Much less effective."

Peter just stared at him. "What…are you _talking _about?" he huffed unsteadily, forcing himself to stand. "How is that…?"

Deadpool grunted with irritation, placing his single hand on his hip. "Would you stop being such a baby and just do it? Geez, you'd think Spidey-Man would be a bit more acquainted with gore, considering the field you're involved in. I know _I_ am."

Peter shook his head dazedly, wondering where this was all going, but made himself walk over to the edge of the cage. Inside, the lion chimera lapped at the fingers of the mutilated limb, appearing pleased with his catch. Fighting to keep his unsettled stomach at bay, Peter reluctantly pointed his arm through the bars and fired a quick spurt of web fluid from his wrist. The sticky net splattered across the beast's eyes, causing him to roar with rage and claw at his face with his semi-human hands. Rapidly, Peter shot a web-line from his wrist, which zipped through the cell and struck against the detached arm lying at the chimera's feet. He whipped it back violently, causing it to fly across the room before slipping between the bars. To his horror, however, the limb landed against his chest, splattering his torso with blood, and he flung it jerkily to the floor, failing to suppress a shriek of terror.

Deadpool laughed out loud. "Thanks, Spidey. You the bomb. Good thing you have that killer _thwip thwip _thing going for yah, right?" With that, he stooped down and scooped up the severed limb in his fingers, the red and black fabric of his costume torn where the lion man's teeth had sunk into the flesh, which dripped with dark liquid. He pressed the base of the arm against the remaining attached stump, squishing the two ends of raw flesh into each other, then simply sat there, tapping his foot impatiently. Peter watched him with a disturbed expression on his face, shaking his head slowly.

"What are you trying to do?" Peter asked, but Deadpool shushed him harshly.

"Just wait, little hero! It takes a bit of time." Wade looked down at his arm, his eyebrows furrowed frustratedly, then perked up a bit. "Ah, there we go. Told you."

Peter followed his gaze to the intersection of where both bloody sides met, and felt his breakfast threaten to make an appearance. The separated skin, muscles, bone, and tissue were now creeping towards each other and seeping back together, reforming and regenerating back into their former connections. The bite wounds on his once severed arm began to close, and the bleeding quickly began to cease. After about a minute, the tips of his gloved fingers began to twitch, then the base of his wrist and elbow, until finally he was rolling his arm back behind his shoulder as if it had never been ripped off by a half-man, half-lion creature, sighing blissfully.

"Now _that's_ more like it!" he cheered, flexing his fingers and cracking his knuckles. "Might take a while longer to fix completely, but it'll do. Sorry if I slow you down a bit, Spidey."

Spider-Man's mouth hung open wide as he stared at the fully restored mercenary before him, who he would've sworn was going to _bleed to death_ only minutes ago. "How in the living_ hell…?"_

Deadpool cocked his head to the side, hands on his hips. "What? I didn't tell you about my healing factor?" He clenched his fist in the air, obviously grinning. "Also courtesy of my _total _BFF Wolverine. He's a pretty swaggin' dude."

Peter was sick of all this magic wolverine crap, but couldn't help being awed. "That's insane. I have a healing factor too, but…_nothing_ like that. I could never, like, reattach a _completely severed_ limb."

Wade shrugged casually. "I suppose some of us are just more fantabulous than others." Then whipped out his swords and spun on his heels, facing the end of the hall. "Now, let's go save those miserable peeps. I bet they're hungry, too. Maybe they'll appreciate my snackies more than Mr. Kitty."

After chuckling slightly under his breath, Peter nodded. "Maybe. Although I doubt they'll be in the mood for Froot Loops."

"'They're magically delicious, silly rabbit,'" Deadpool told him defensively, then took off down the hallway, causing the creatures to break into an uproar as he passed them. Peter sighed heavily, staring down at his blood-soaked gloves for a moment, then followed after him. As he walked by the multiple deformed monsters bellowing in their cages, he wondered who these people had been before all of this, what personalities they'd had, their families. Their lives had been stolen from them, and what was left of their pitiful existences was only violence, mindlessness, and suffering. Just before reaching the door at the end, he passed the final cell of the hallway, and Peter suddenly froze. Slowly, he turned his head, and what he saw made his blood curdle.

Crouching on eight thick, hairy legs protruding from its torso in the center of the cage, was a chimera. It looked like something out of a horror movie. Its stomach was fat and bulging, hanging low to the ground as it sat and jiggling slightly with its every movement. When Peter's shadow crossed over its face, the creature stirred, slowly raising its head, and two dark, lifeless eyes opened across its eerily familiar face. Curled around its mouth were a pair chelicera that were armed on the ends with two thick, minacious fangs. The creature's face overall was mostly human, but the majority of its body was that of an enormous tarantula. For a moment, Peter felt a faint sense of relief that this was not what he had become after being bitten by that pesky radioactive spider. However, the fact that they were turning people into things like the abomination that stood before him because of Spider-Man's existence made him feel sick, so the weight quickly dropped back onto his shoulders. But as he stared into the soulless eyes leering back into his own, a new and unparalleled horror suddenly dawned on Peter, and he realized why the beast gave him such a stark sense of deja vu. The hanging beer belly, the completely bald head, the sweat dripping down his pale skin. It was unmistakeable.

_Is this some kind of sick joke? _he thought in terror, feeling as though he was being suffocated. As the creature began to slowly approach him, Peter started backing away, a crippling fear pooling in his stomach.

It was the murderer from the restaurant.

_Kill..._

"What's keeping you, sweetums?" Peter suddenly heard Deadpool call from ahead, jarring him out of his stand-off against the horrifying beast. He swallowed the thick lump that was clogging his throat, paying the disturbing creature's forebodingly black eyes one last look of dismay, then ran out of the hallway of hell as fast as his legs would allow, guiltily relieved when the door was shut behind him and the agonized cries of the monsters behind it were quieted. He laid his head back against the wall for a moment, trying to calm his troubled mind as his eyes shut slowly and a shivery breath escaped his lips.

"Hey, look who we found!" Wade exclaimed, slapping Peter roughly on the back and shaking him from his moment of peace. "The peeps!"

When his eyes opened, they took a moment to comprehend the unnerving scene before them. Hundreds of men and women were scattered across the dark and depressing room, their feet and hands chained to the floor and their mouths gagged with what looked like muzzles, which wrapped all the way around their heads. Many of them were dressed in bright orange prison uniforms, while others had street clothes on. Upon seeing the two masked men enter the room, their eyes grew wide, and a stir of muffled murmuring began to bubble from the terrified crowd. With caution, Spider-Man slowly walked forward, holding out his hands as his spoke, his words as gentle and calm as he could muster.

"Hey, guys," he began hesitantly, stopping before them and dropping down on one knee so that he was speaking at eye-level to all of their pale faces. "Don't worry. We're here to rescue you and get you all out of here. We just have to move quickly, and quietly." He stared into the whites of their eyes, which appeared to have calmed partially, then glanced back at Deadpool, who stood ready with another handful of Froot Loops, obviously having not learned his lesson from last time. "Wade, watch the door while I figure out how to free these guys."

He offered him a dorky sort of salute, causing cereal to spill across the floor. "Aye aye, señor culo de araña. You'd better hurry it right along though—I doubt we have much time before those moth balls show up soon." With that, he chucked the rest of the Froot Loops across the room, sending a rain of cheaply made breakfast shavings bouncing around the puzzled prisoners' feet, all while yelling, "Eat your snackies, peasants!"

Peter nodded knowingly, rubbing his gloved fingers together with nervous anxiety. He knelt down beside a man dressed in orange who was staring back at him curiously, seeing that his composure was more stable than most.

"Mind if I start with you?" he asked him. The man appeared a bit confused at first, but eventually gave him a nod. Reassured, Peter stepped behind him and took hold of the chains that were holding the prisoner's wrists against the floor. He gave them a quick yank, and with the help of his enhanced strength, they easily snapped in half, freeing his hands. Spider-Man crawled back in front of him and did the same for his feet, feeling the eyes of every single person in the room boring into his red and blue form as he worked. Once that was done, he examined the weird gag device slapped across the prisoner's mouth. He felt along the edges of the muzzle until his fingers ran over something rough, and he found it to be a clip. He pressed down against the two sides, wondering if it really could be that simple, and was pleasantly surprised when a satisfying "click" sounded and the small buckle unfastened. The gag dropped off the man's mouth, and he sighed in relief, rubbing at his sore jaw and moving his freed lips around experimentally.

"Wow," he finally said, laughing slightly. "I can't believe I'm saying this, but thanks, Spider-Man."

Peter chuckled. "Uh, you're welcome…I think?"

The prisoner snorted, rising to his feet and stretching his stiff limbs. "Well, you were kinda the guy that got me thrown in jail in the first place. You know, car thief? Stuck me to a wall? Publicly humiliated me and all that?"

Peter remembered the nights of his early Spider-Man days rather well, seeing as they'd only been about six or seven months ago. His vigilante lifestyle had originally begun with him trying to find the man who had killed his uncle in order to avenge him, but things had changed after the Lizard showed up. So, he'd stopped _deliberately _searching for the guy who had done it, although his bad habit of checking for the iconic star tattoo on the wrists of his foiled convicts who just so happened to have long blonde hair tended to make an appearance every now and then. The fact that he had never been found still bugged him, but he tried not to let it drive his actions. But the man that stood before him had been a victim to his early crime sweeps, and he remembered quite well his sassy attitude and cruel treatment of the fellow, although he didn't regret it much. Spider-Man tried not to laugh as he recalled the night the prisoner was referring to, but simply couldn't contain himself.

"Oh, that was you? Skull cap? Small knife? Ahaha…yeah. That was, uh…fun. In my defense, my rather sadistic sense of humor was unwillingly bequeathed to me by my uncle, so I can't claim full responsibility for my actions."

"Hey, sadistic humor is supposed to be _my _thing," Deadpool yelled at him, crossing his arms. "If there's two of us in this story, that probably means the universe lady is going to chop me out of the next chapter."

"Just watch the hallway," Spider-Man snapped, making him mutter curses under his breath. The prisoner that stood beside him grinned slightly, shrugging his shoulders.

"Well, I suppose I can let bygones be bygones, as long as you can get us outta this psychotic science lab."

Spider-Man nodded, rubbing the back of his neck. "Yeah, I'll make sure of it." Then he turned to face the gigantic mob of people still dotted across the floor. "I'm going to come around and break all of your chains. You'll be able to remove the gag things on your own—just unsnap the little clip at the back." He imitated the motion of doing so as he spoke, feeling somewhat like a flight attendant giving directions on an airplane. "Once you're free, try to help others around you. Just be sure to keep quiet."

He received an overwhelming amount of nods from the prisoners, then got right to work. He hopped from one person to the next, ripping off the restraints on their hands and feet with quick movements, each inciting a muffled cry of joy from the recipient. The repetitive motion began to feel monotonous as he did it over and over and over again, and still others waited for their turn. _How have they managed to take so many people prisoner without anyone noticing? _Peter wondered frustratedly, tearing the chains off a woman's ankles. As the number of liberated people increased, the room began to fill with soft-spoken relief and excitement, and many were hugging one another and crying happy tears. After about fifteen minutes, Peter finally made it to the last prisoner, and with a violent jerk, he, too, was freed. The young man quickly removed the gag from off his face and beamed up at Spider-Man, rubbing at his wrists.

"You—you're actually Spider-Man?" he asked him. Peter offered him a hand and helped him rise to his feet, then placed his fists on his hips.

"Yep, that's moi. Friendly neighborhood and everything," he confirmed, tilting his head to the side. "What gave it away?"

The man laughed. "A lot of things. I just can't believe you came! I was sure…everybody's been saying that you were dead."

Peter shrugged his shoulders. "It takes more than being stabbed with a gigantic metal stinger full of deadly poison to kill me," he assured him, "and I couldn't let being dead keep me from coming to get you guys out of here. Besides, Oscorp is apparently after my spandex-sporting ass just like every other damn company I've wandered into recently, so getting everyone in and out of here should be quite the _fun_ little adventure indeed."

The man smirked amusedly. "Well, thanks for coming for us. We'd all have been turned into those freaky monsters back there if it weren't for you."

_You're in here because of me, _Peter thought guiltily, but simply nodded. "No problemo, sir, but don't go thanking me yet." With a huff, he turned around and walked back in front of the bustling crowd of people, all of which were now standing and whispering energetically to each other. When they noticed the infamous red and blue vigilante standing before them all, their conversations quieted, and the number of eyes they fell upon him was daunting. Spider-Man clapped his hands together, grinning nervously beneath his mask.

"Alright, people. So here's the dealio," he began, his usual quirky tone prominent in his voice. "We need to hightail it out of here, right? Yeah. So, this is the issue—I seriously doubt we can sneak the heaping lot of us out the way Deadpool and I came in without being noticed. That's just not happening."'

"Deadpool?" a few of the female prisoners echoed in surprise, some instantly hiding behind one another and others giggling. At the mention of his name, Wade shoved past Peter rather forcefully to stand right in front of him, grinning at the women with a suave look on his masked face.

"Hey, ladies," he told them with a wink, leaning on one of his katanas. "Haven't seen your sexy selves in a while. How's prison been?"

"Oh, just awful, Pool!" one of them whined shrilly, wrapping her arms around him. "I thought you swore you were gonna bust me out!"

"Me too!" another added, hugging him from behind. "What's the deal, Wade? I thought you cared about us!"

"And what are you doing with _this_ guy?" another woman scoffed, marching right up to Peter and glaring at his reflective white lenses with a look of disgust. "I thought you were on a call to bag this goody-goody asshole in a potato sack so he wouldn't keep handing us over to the cops!"

Deadpool wrapped his arms around the waists of the two girls clinging onto him like monkeys, grinning smugly. "Sorry, sweeties. Wade's been busy lately. Lots of people to assassinate, lots of money to collect, lots of fish in the sewers. You know the drill." He glanced over at Spider-Man, who was shrinking slightly beneath the burly woman's harsh gaze. "And I _was_ trying to deliver my main Spidey over there to mama's slaughterhouse, but things got a bit awko-taco. So I came with him to help rescue you guys from this Oscorp fun circus. Good thing I did, right?"

The fierce woman standing threateningly close to Peter spoke with a roughness to her voice, not taking her spiteful eyes off his face. "You're still going to haul him off after this though, aren't you? I'm sick of him breaking into our bar downtown and ruining all the fun."

Wade pursed his lips. "Hmm. I'll think about it. He's an a'ight guy. Wouldn't of found you all without him. Got my arm back for me. And he said chimichangas."

"Have you gone soft, Deadpool?" one of them asked, pecking him on the cheek. "Doesn't sound like you to team up with the hero-type like him, let alone try to _save_ people."

Deadpool shrugged casually. "Nah. Just trying to keep things fresh, I suppose."

Peter stepped away from the scary lady looming over him, growing impatient with this weird situation. "Hey, if you're all done now, I'm kind of trying to save you and everyone else in here from being turned into_ hideous freaks of nature. _So if you'd be so kind as to_ shut up_ so I can think, I'd be very grateful."

The ferocious woman cackled slightly, spitting on the floor just in front of his feet. "Whatever you say, brat," she hissed, then strolled back over to Deadpool, cuddling close against his red and black frame along with the other two ladies.

Peter sighed irritably. "Thank you," he muttered, without any indication of actual appreciation in his voice, then addressed the rest of the people behind them. "Now then, as I was saying. This is what we're going to do. It's going to be extremely hectic and crazy and stupid, but after thinking about it, I'm empty on any other ideas." He crossed his arms against his chest adamantly. "Deadpool and I are going to lead a frontal assault straight through the heart of Oscorp, breaking down any doors we run into, heading up the three flights of stairs to the ground-level floor, and then right out the front doors of the building. You are all going to be trailing behind us, sticking close together, and trying to avoid any conflict. I suggest that we have a group of able-bodied persons in both the front and rear of the pack to protect those in the center. I doubt you're going to be facing much more than a bunch of nerdy, startled scientists, but better safe than sorry." Peter scratched the back of his head in thought. "I know it sounds insane, but I think it's our best bet. They won't be expecting it. Plus, they already know that something's up, seeing that Iron Man and Captain America have caught their attention during their little hit-and-run expedition, so _sneaking_ out is basically off the table." Lowering his hands to his sides, he stared back at all the curious eyes boring into his masked face. "So, what do you say?"

There was a long pause in the dark and crowded room. Peter sat in troubled silence, wondering what he else could do to try to convince them to follow his reckless plan, contemplating whether it was really even a good idea, until finally a single voice rose from the mob, loud and enthusiastic.

"I say, _hell _yeah, let's do it!" the car thief yelled, raising his fist in the air. "I don't know about ya'll, but I'm damn well ready to bust out of this place!"

His cry suddenly incited a spark of excitement amongst the timid mass of people, which quickly rippled across the rest of the room and grew into a roaring fire. Cheers and hollers of approval were soon erupting from the all the prisoners, ringing loudly in Peter's sensitive ears and filling him with eager energy. He considered ordering them to keep quiet, but at this point, screw it. They were going to be spotted one way or another, so why ruin all the fun? With a loud laugh, Peter raised his gloved fist high into the air, grinning.

"Alright people," he yelled, turning on his heels and facing the door, "let's ditch this joint!"

With that, the army of hyped-up prisoners poured out of the room, their war cries echoing down the narrow halls and stirring the beasts inside.

* * *

><p>"So, uh, what are you doing after work?"<p>

The young man was leaning against the wall beside the woman, who was busy typing something into her phone. She took her sweet time finishing her text message before answering, not bothering to look up from the screen.

"I dunno."

He swallowed nervously at her clear disinterest, but forced a crooked smile to play across his perspiring face. "Well, I was thinking about hitting the coffee shop."

She scrolled through her Twitter newsfeed. "Cool."

Running his clammy fingers through his hair, he finally managed to muscle up some courage, although it didn't show much in his voice. "So...would you, you know, care to join me?"

At this, the girl suddenly glanced up at him, causing his heart to jump. "Like, a date?"

He laughed awkwardly, shoving his hands into his pockets. "Yeah, sure."

To his surprise, the young lady offered him a soft smile, pushing her glasses up the bridge of her nose. "Well…"

At that moment, a sound like a heavy metal rock concert making its way down the hallway suddenly met their ears, shattering the tranquility of their conversation. Alarmed, the two quickly glanced to their right. The noise grew louder and louder, until a skinny red and blue figure suddenly came whipping around the corner, skidding slightly on his heels before sprinting towards them with incredible speed. The young man rose off the wall, squinting his eyes in confusion.

"Is that…_Spider-Man?"_

Then, like a stampede of deranged cattle, around the corner poured hundreds more people, yelling at the tops of their lungs and thundering down the hallway in a mad dash straight at them. Utterly shocked, the two Oscorp employees screamed in fear and pressed up as close against the wall as they could, trying desperately to evade being trampled.

"Pardon us!" they heard Spider-Man holler as he rushed by, followed by the rest of the angry mob.

"Have a flabtastic day!" Deadpool screeched, jabbing his elbow into the young man's gut as he zipped past them. The poor fellow doubled over in agony, sputtering, until finally the entire army of shrieking madmen had fled through the door on their left, and their voices soon faded into a far-off buzz. The young woman carefully helped the man rise to his feet, who was coughing bitterly, before the two of them stared down the way the crazy train had departed, blinking in shock.

"What…the_ hell?"_

This was madness. Planned, justified, guiltily enjoyable madness, but nonetheless, _madness._

Fury was _so_ going to kill him. Again.

The pounding of their feet reverberated through the walls and down to the floors below, thoroughly alerting the entirety of the Oscorp tower of their presence. Spider-Man's arms pumped at his sides as he ran, although he had to match his pace with that of the people following behind him so that he wouldn't pull too far ahead. Deadpool skipped joyfully on his right, close on his heels, squealing with delight as he slammed the side of his foot against a random employee's face, causing him to collapse to the floor and be thoroughly trampled underfoot.

"Was that necessary?" Peter scolded him breathlessly, hoping that the man would be alright.

"Who _cares?" _Wade laughed maniacally, springing high into the air and yelling with joy. "It was _awesome!"_

Peter rolled his eyes behind his mask as they barreled through the next set of doors, which led to the third and final staircase that they needed to scale. He fired a bio-cale onto an upper flight's handrail and flung himself onto its skinny surface, securing his balance rather easily, then stared down at the swarming mob below.

"Come on! We're almost there!" he encouraged them, flying up the center aisle between the winding staircase with impeccable finesse. He flipped high into the air before landing against the tile, breathing steadily, then glanced up at the doors leading to the ground floor. Peter rose to his feet, ready to bust them down with a bunch of super-powered kicks and punches, but was taken by surprise when the doors suddenly opened, revealing a group of eight Oscorp employees. When their eyes landed on the famous red and blue vigilante standing before them, there was a collective gasp.

"Spider-Man!?" one of them yelled in shock, taking a step back. "How the…? Aren't you supposed to be dead?"

"I guess so, according to everyone I've spoken with recently," Peter answered with a shrug, cocking his head to one side. "Sorry to disappoint you, too."

"What are you doing in here?" asked another, his hand hovering over a belt around his waist. "How'd you even get in here?

Peter shook his head, taking a step forward. "No time to explain. Just step aside, people."

The man snatched a taser from his hip and aimed it at the approaching hero, inciting the others around him to do the same. "No. Stand down, Spider-Man. Don't make us tase you."

"So it's gonna be like that, huh?" Peter whined, dropping his head in disappointment. "Why is it always tasers? That's a bummer. Thought we could do this without me having to web all your asses to the ceiling. But hey, have it your way."

At that, the men began firing off their weapons, and Peter watched as the hooked lines crept towards his body in slow-motion, itching to stick into his skin and zap the crap out of him. Spider-Man sprang into the air, easily dodging the attack, and fired both his web-shooters in unison, which struck against two of the eight men's chests. Deciding to deal them the hand that they had tried to play, Peter double tapped the tops of his palms, and watched in cruel amusement as the pair of them writhed and jerked from the electricity coursing through their bodies and cried out in pain. He whipped them through the doorway and flung them high into the air, webbing their wriggling forms to the ceiling as promised. Before the others even had time to react, Peter had them all cocooned in a ball of web fluid and was chucking them upwards to join their friends. He slapped his hands together once they were thoroughly trapped, marveling at his workmanship, only to notice that he'd missed one. A single man stood in the doorway, shivering slightly, still aiming his taser at him. Peter placed a hand on his hip, sighing.

"Just run."

He didn't need to be told twice before hauling it down the hallway.

Deadpool came scrambling up the stairs at that moment, the rest of the muttley crew following close behind. "Where to next, Spidey dear?" he asked him breathlessly, then did a double take at the twitching forms on ceiling. "Oh. I see you made some new friends."

"Straight through the main lobby," Peter answered with laughter in his voice, a sensation similar to a student playing hooky jittering through his muscles. "This should be interesting."

Interesting was an interesting way to describe the situation. With a whoop of excitement, the mob poured through the doorway and onto the ground floor, leaving the men webbed to the ceiling in their muffled misery.

Peter felt kinda bad for the heart attacks he knew he and his army of nut cases were probably giving the innocent Oscorp employees of the upper floors, seeing that they had yet to be converted to the hellish operation being orchestrated beneath their feet. Still, their astonished expressions were hard _not_ to get a kick out of. They yelped and dodged and scrambled away as the mass of yelling men and women sprinted straight through the heart of the Oscorp building, led by the two masked men in skin-tight red suits, until finally, to Peter's disbelief, he found himself running right at the front exit. He grinned beneath his mask, feeling as though he was leading a battalion of warriors in a victorious charge to battle, and with unnecessary enthusiasm, Spider-Man crashed through the doors and into the much-missed sunlight of the upper world, causing the people on the street to flinch away and gasp in surprise. He slammed on his brakes, breathing excitedly as they stared at him with dim confusion, and out from behind him poured the rest of his crew. They rushed past him in a hectic flow, whooping and hollering with joy and scaring the living crap out of the pedestrians as they shoved through them. Their voices met his enhanced ears as they fled down the street in every which way, causing him to chuckle.

"We're free! Woohoo!"

"Sunlight! Sweet, sweet sunlight!"

"See yah, webs!"

"You're the bomb!"

"Thanks for saving us!"

"Please don't throw me back in prison."

"Thank you, Spider-Man!"

Peter realized that the majority of the people he had just released he was likely going to have to deliver back to the police again at some point, but simply sighed and shook his head. He would cross that bridge when he came to it, and if anything, it would make his nightly crime sweeps for the next month a bit more eventful. For now, he was just glad that they hadn't been turned into chimeras, unlike the hundreds of others that he had been too late to save. As the last of them ran out of Oscorp, yelling with delight, Peter felt a hand curl around his neck threateningly, and he glanced up in alarm.

"Oh, I see how it is," Deadpool muttered, digging his fingers into his skin. "Everyone thanks the precious little hero for saving them, but no one shows wee little Wade any gratitude! My ladies didn't even give me a farewell smooch! What in the ass, people? I helped too, you know!"

Peter pulled away from him, rubbing at his neck sorely. "You only came because you basically blackmailed me into letting you come, so don't act so surprised. I still don't really know why you even did that. And why do you even care what people think, anyway? You're a mercenary, not a hero."

"Ouch," Deadpool groused, sticking out his lip. "Salty Spidey. I'll have you know that I have my reasons for my present occupation, as I'm sure you do yours. Mainly because I get paid by the bucket loads, which, oh right, you don't_. _So who's the _real_ winner here?"

Peter sighed. "Whatever. I held up my side of the deal. You had your little field trip. So, do you promise you won't tell anyone about my…about her?"

Wade smirked evilly beneath his mask, placing a finger against his chin, which made Peter nervous. "Hmm. I suppose, little spider," he cooed, then out of nowhere grabbed Peter's face in his hands and squished his cheeks, making him flinch away in disgusted surprise, "since you're so dadgum _cute. _And since we're bros. Bros got to have each other's backs. This is some hardcore bromance going on right here. Can't afford to jack that up."

Spider-Man set his jaw tightly. "We're not 'bros', but whatever. Does that also mean you aren't going to try to capture me and sell my ass for cash anymore?"

There was a pause as Wade laid his sword against his shoulder, appearing mischievously thoughtful. "Maybe. Maybe not. Depends on how much ordering hippity-hops in the bulk costs, now that my chicks are free. Desperate times call for desperate measures, Spidey. Better watch your back, just in case I change my mind."

His answer was not very reassuring. But with that, Deadpool instantly hugged Peter tightly around the middle once again, crushing the breath from his lungs and causing him to groan. He didn't even try to squirm away this time, knowing his efforts would be futile, but simply stood in irritable patience, hoping he'd release him quickly.

"Have I ever mentioned that I hate you?" he muttered, feeling incredibly awkward as passersby gave the two weird looks. His snappy remark only made the mercenary squeeze him harder, which caused his voice to crack at the end of his sentence.

"I know you mean _love~!" _Deadpool insisted, making Peter roll his eyes, until finally he dropped him back onto the pavement. Spider-Man backed a good distance away, wiping himself off, and Wade jammed his thumb over his shoulder. "So, you wanna hit the strip club down the road aways? Ooh, we can have a contest! Whoever can down the most shots in ten minutes and spin around in circles and keep from barfing their guts out the longest wins! You can even invite your Avenger friends! They all love me too."

"I seriously doubt that," Peter snorted, glancing behind his back. "And I can't go yet. I have to find Tony and Steve. They're still inside somewhere, and they might need my help."

"Ugh," Wade moaned disappointedly. "You're such a buzzkill, Spidey. I hope you get your face bitten off by one of those ugly monsters, and that it doesn't grow back."

"Weren't you the one snapping at me for calling them ugly?" Peter retaliated, crossing his arms. "You seemed awfully bothered by it back there. What was the deal with that, anyway?"

Deadpool went quiet at his words, which seemed somewhat out of character. Peter didn't think he even _had _an off switch, but as he sat there in silence, he began to wonder if he had struck some nerve that was going to make him go nuts or something. His eyes bored into Peter's reflective lenses, making him feel a bit uneasy. Then, out of nowhere, Deadpool burst out laughing, his uniquely obnoxious voice startling Peter and grating against his ears. Then the mercenary drew his dual swords from their sheaths and began slowly backing away, holding them low to the ground and walking with strange swaying movements.

"Let's just say the beasties and I share a common physical trait," he explained, stepping out into the street. "We're not the prettiest girls on the playground." Gripping both of his swords in his left fist, Deadpool suddenly reached back with his free hand and gripped the red fabric of his mask in his gloved fingers. To Peter's surprise, Wade began pulling it off his head, and he quickly became curious to see what the face of the annoying psychopath looked like. With a quick tug, off came the mercenary's mask, revealing the person hidden underneath, and despite Peter's efforts, he couldn't keep himself from gasping.

"You sound surprised," Deadpool noted, the corners of his cracked lips turning upwards into what Peter could only assume was a smile. The pockets of missing flesh in his marred face crinkled and stretched along with the movement as well, and his completely lifeless eyes squinted slightly. "I'm not surprised by your surprise. Surprising?"

Peter blinked, trying to swallow his horror. "Y-you're…"

"Hideous?" Deadpool finished for him, grinning. His sickly pale skin drooped off his skull as if it was melting, and his toothy grin was haunting to look upon. "Yeah, I know. Wolverine's DNA helped keep me alive and gave me these _shweet _healing powers, but for some reason, my beautiful little face and skin are stuck like this. I'd rather not get into detail about it—it's not a very fun story. But, lucky for me, my mask and costume hide it for the most part, so the ladies still come a-calling!"

Spider-Man shook his head in disbelief. "How are you even alive?"

"Oh, the many questions of life, little spider," Wade mused, pulling his mask back over his face. "Maybe I'm not alive. Maybe I'm something else. Something _cooler_ than alive." He slapped himself on the thigh, laughing. "Now, if you don't mind, my mouth is late for its date with the lovely miss _panqueque_ all-you-can-eat buffet on Bedford Avenue, and mama is _not_ a patient grasshopper."

Peter narrowed his eyes behind his mask, but was glad that the mercenary was finally, _finally_ leaving. "Uh, okay then. Don't let me keep you."

With a giggle, Deadpool wiggled the ends of his fingers innocently. "Bye, Pete," he told him, then took off straight across the busy street, hopping over honking cars and whooping like a maniac, until finally he made it to opposite sidewalk. He sprinted around the corner, skidding on his heels for a moment, then vanished in a blur of red and black down the road. Just like that, the Merc With a Mouth was gone. Peter now stood alone on the sidewalk, gawking.

"How did he…?" he began in absolute shock. Then, thinking back to his conversation with Gwen, he remembered the words she had left him with, and groaned. He sat there in silent spite of himself for a moment, hoping that that wouldn't come back to bite him later. And yet, to his dismay, part of him was begrudgingly impressed. It amazed him just how annoying the mercenary known as Deadpool really was. It was, in a bizarre sort of a way, a power all its own. He seriously hoped he would never see that guy ever again.

With a hearty sigh, Peter turned back around to face the Oscorp building, his hands on his hips. His presence was beginning to cause a stir amongst the passing crowds, many stopping to take pictures or just staring in amazement. He was, after all, supposed to be dead. Guess the cat was out of the bag, now. Jameson was going to have a ball tonight, coming up with some ridiculous story about Spider-Man's erratic reappearance to spew to his newspaper editors to print the next day. He wondered if he had been fired from his photographer position at the Bugle, seeing that he hadn't shown up with any new pictures of Spider-Man for about two weeks now. Oh well, that didn't matter anymore. He had a much more important job as of late to worry about.

Glancing back over his shoulder one more time, Peter let out a joyless huff, then sprinted towards the entrance of Oscorp yet again. He was becoming sick of this demented science crackhouse, and hoped that this was going to be his last trip through its ominous doors. As he tried to push past the jostling mass of bodies, finding no easy way through, he gave up and fired a web onto the wall above the doorway. With a leap, Peter flew from the ground and stuck against the sideways surface, inciting gasps from the people below.

"I gotta get through, people!" Spider-Man told them, waving his hand to the side. "So, if you don't mind, would you kindly clear a path for your friendly neighborhood—"

Then, out of nowhere, a sharp pain exploded inside his skull, causing him to gasp in surprise and his words to catch in his throat. Peter's spidey sense had suddenly gone wild, causing the back of his neck to prickle with goosebumps and his head to throb madly. Alarmed, he quickly crawled towards the doors beneath him, trying to figure out what was causing it. Before he could reach them, however, a chilling noise suddenly met his ears, causing he and the rest of the people below to cringe. Somebody was screaming.

"Run! Everybody _run!" _a muffled voice suddenly cried out from inside, which made the rest of the New Yorkers whip around in surprise. Peter watched as their eyes went wide in terror, and panic rapidly swept across the crowd. In one chaotic moment, they all to began scrambling around in a terrified frenzy, fighting to get away from the entrance to the Oscorp building as fast as possible. A loud ping rang out from inside, followed by a howl of agony. Peter dropped onto the now abandoned ground beneath him as people sprinted every which way in fearful confusion. An uneasy lump began twisting inside his throat, and after a moment of hesitation, he slowly turned to look back into Oscorp.

Instantly, a sound like a jet engine met his ears, and a very scratched and dented red and gold suit of armor zipped right above his head, causing him to jump. The metal man landed roughly against the ground, trying to direct the panicky crowds away from the area. Sprinting hard on his heels was a man dressed in a navy blue costume, breathing heavily and decorated in an impressive array of deep cuts and bloody gouges. He vaulted over the motionless form sprawled across the ground, a trail of smoke slowly rising from its body. His gloved fists were painted red with crimson liquid, and when he spotted Peter standing in the doorway, he skidded to a stop, eyes widening.

"Spider-Man!" he gasped, appearing relieved. "Thank God you're alright."

"Cap?" Peter said back in surprise, looking his battered form up and down. "I—yeah. I'm fine. I wish I could say the same for you, though." He stepped forwards, becoming increasingly concerned. "What the hell happened?"

Steve Rogers shook his head helplessly, "I…I'm not sure. But someone, some _idiot,_ he panicked when he found Stark and I. Some tall, ugly dude with weird, albino-looking skin. But anyway, he flipped some switch in the labs, and then the—"

At that moment, a crash followed by a chorus of screams suddenly sounded from behind them, causing the star-spangled super-soldier to whirl around. A wave of panicked Oscorp scientists came pouring out of the hallway in the back, all shrieking in terror. Peter was confused at first, his eyes switching from the dead creature lying behind Steve and the mob of fearful employees, grasping to put two and two together. Then, to Peter's horror, another army rounded the corner following the previous, only this time, the view made his heartrate spike in fear.

"Oh no," Peter breathed, terror welling inside his chest.

Before they could stop them, the tsunami of ravenous cross-species mutations began tearing into the screaming scientists, ripping the flesh from their bones and spilling their blood across the white tile floors.

The chimeras had been released into the city.

* * *

><p><em><strong>The finale is coming, people. The big awesome team-up battle! Deadpool's little camio was enjoyable, I hope, cuz writing it was fun. If not, sorry, but not really ;) OMG. I just realized there's probably only like 2-3 chapters left for me to write of this story ;A; that makes me both happy and so sad. I'll make them amazing, I promise. A little encouragement, suggestions, and criticism in the reviews would be helpful, though. :) Once I'm done, I'll probably reread the whole story over again and polish it up a bit, so if you spot any mistakes or changes you'd like to be made, lemme know. It would be much appreciated. Thanks for the support, chapter 20 coming once I scrounge up the time to write it lol. :D<strong>_


	20. Chapter 20

_Disclaimer: Roses are red, violets are blue. I don't own anything. Woohoo._

**_Huzzah, the chapter is complete. Took me long enough. I was originally going to try to cram everything I had planned for these ending chapters into 2, but about halfway through this i was like naw, this is too flipping long. So yeah, I think I'm having 2 more chapters after this one. I THINK. I bet I have a bunch of typos and stuff cuz I was too lazy to beta this one, sorry. Hopefully you enjoy anyway :)_**

* * *

><p><em>Chapter 20<em>

Back on top of the Oscorp tower those many nights ago, when he had faced the Lizard in the momentous battle that had led to Spider-Man truly making a name for himself in the Big Apple, Peter had nearly died. The sheer strength and speed of the cross-species was incredible, much more than he could handle alone and in his condition, and if it hadn't been for Captain Stacy's interference as Spider-Man was being suffocated beneath the mutated scientist's grasp, he would have surely been killed. Just one cross-species had caused city-wide casualties and destruction, nearly turned the population into an army of mutant lizards, and had almost succeeded in murdering Spider-Man.

And now, there were _hundreds_ of them.

Granted, they didn't appear to have the same intellectual capabilities and athletic physique that the Lizard had had, seeing that his reptilian serum had been crafted over several years of careful work and analysis, while it seemed that Oscorp's new method of cross-genetics testing was to whip up as many chimeras as possible in hopes that one would eventually pop out like Spider-Man. Still, as Peter watched in horror as the beasts tore into the hapless scientists, drenching their white coats in splatters of red and leaving them to die on the floor as they moved onto their next victims, it became glaringly obvious that this was going to be _bad._

"Pe—I mean _Spider-Man!"_ Iron Man yelled from behind him, windmilling his arms as he led the crowds away from the Oscorp building. "I've got to warn the others! You and Spangles, don't let the chimeras escape the tower. We have to keep those things off the streets!"

Peter nodded hastily as Steve spun around, watching as more and more mutated beasts poured from every which way, growing closer and closer towards the doors. He sucked in his breath, realizing just how serious this was all becoming, and knowing that everyone inside Oscorp, innocent or not, was now trapped with these killing machines. They had to stop them before they could murder anyone else. Cap glanced over at the skinny kid who stood beside him, dressed in red and blue with his knees bent and his fists balled at his sides. When Spider-Man noticed he was looking at him, he stared back, his reflective white lenses hiding the fear in his eyes.

"Come on, we have to keep the fight contained here," Steve ordered him, snagging his shield off his back. "What they've done already—that'll be the whole city if any of them escape. We protect the exits at all costs, and eliminate as many as we can while doing so. Got it?"

Spider-Man offered him a nervous salute, trying to suppress how terrified he was. "Aye aye, Captain," he answered with forced enthusiasm, a mixture of excitement and anxiety boiling through his veins. The two shared a curt nod, understanding the mission now laid before them. Then, focusing their gazes forward, they took a steadying breath, then charged straight towards the growing mass of ravenous beasts, their feet sprinting across the floor in unison as they released a battle cry.

The moment Peter's fist connected against the forehead of the first chimera, which was a slimy-looking man with razor-sharp teeth, it roared in agony, which caught the attention of the rest of the cross-species. Abandoning their meals of scattered human flesh, the creatures began to swarm the two heroes, snarling and hissing and barring their blood-stained fangs. Spider-Man kicked the shark-man to the floor, causing it to gurgle with rage, then whipped his elbow back to connect against the face of a rat-looking thing whose teeth were mere inches from his neck. He swung his leg above his head, which slammed against three more chimeras and sent them flying backwards, then punched another in the chest and felt its ribs crack beneath his balled fist, grimacing at the noise it made. A gorilla cross-species suddenly barreled straight at him, roaring barbarically, and he coated its eyes in webbing before firing a web-line at its chest, flipping the beast up into the air, and throwing it hard against the ground. As the fight continued, the wave of noises coming from the chimeras began to press against his ears, and to his disbelief, not all of it was the mindless garble he'd believed it to be. He unconsciously strained his sensitive ears to listen more intently, and found that he could pick out tangible words being uttered from the beasts amongst all the hissing, growling, and moaning.

_"Why me…why..."_

_"Die! Die!"_

_"Run!"_

_"I can't…"_

Spider-Man ducked and rolled as an enemy flew over him, and an icy sickness pooled in his stomach.

_They can still talk? _he thought in horror, and his dread increased as more and more voices met his ears. He remembered that Scorpion had been able to speak, but that was only because the enhanced armor he'd been placed had kept his mind temporarily intact. These chimeras' consciouses were supposedly reduced to nothing but ravenous animal instincts, which apparently were driving them to want to kill everything in their damn sight. He kneed one in the chin that had leapt straight at him and punched it in the stomach, forcing himself to ignore the strangled voices. He had to stay focused, or the entire city would be in danger, all thanks to him. But the more he defeated, the more that came, and Peter wondered how much longer this could possibly go on.

Steve Rogers banged his shield against a chimera's nose, then slammed the edge of it between the eyes of another. He jumped into the air and delivered a powerful roundhouse kick to a pig cross-species' face before grabbing a bird lady by the throat and slamming her head into the ground. With his teeth gritted, he curled his fingers into a fist and uppercutted another chimera in the jaw, listening to the horrific _pop_ that followed. His thick muscles rippled with his every movement and grew hard as rocks as he fought against his ravenous enemies, making his attacks all the more effective. Another chimera attempted to jump on his shoulders and dig its vicious claws into his flesh, but he butted his shield into its gut and sent it flying across the room. His gaze followed the path of the downed beast, and movement behind it caught his eye. Behind Spider-Man's thin frame, which was punching and kicking and moving with incredible speed, a chimera that looked as if it were a man mixed with a grizzly bear was lumbering toward the doors, its patchy fur and overgrown claws dragging across the tile. He socked another cross-species in the mouth before turning to face the exit.

"Spider-Man!" he cried, motioning with his shield towards the doors. "Don't let that thing escape!"

Startled, Peter dodged a swinging tail before whirling around to find the sneaky chimera lurking behind him, which stared back at his masked face and growled. He pointed his wrists at the beast and pressed down hard against his palms, sending two thick strands of webbing zipping across the room with a sharp _thwip_ that latched onto the creature's hairy skin. He double-tapped his upper palms, sending sparking currents of electricity snaking down the webbing that coursed through the deformed chimera's muscles and caused it to shriek in agony. Curling the webbing around his wrists, he dragged his catch across the floor, hissing with effort, then whipped the creature up off the ground and flung it away from the doors with all his spidey strength.

"Batter up, Cap!" Peter hollered, swinging the roaring bear chimera his way. Steve got the message, suppressing a chuckle, and with a spin, he met the creature in the air with the edge of his shield, slamming the vibranium weapon into its spine and sending it sprawling across the floor, moaning. Satisfied, Peter charged back into the battle, leaping into the air to gain some leverage, then rammed his feet into the face of cow-woman thing and pushed off her head, flipping as he rose high above his many enemies. Then, feeling the hairs on the back of his neck stand on end, Peter's spidey sense went off, and he glanced down at Steve Rogers pummeling the many chimeras writhing around him. But one cross-species, a serpentine woman, was creeping up from behind the super-soldier, barring her hooked fangs and preparing to pounce on his leg. Spider-Man reacted instinctively.

"Look out!" he yelled, reaching the peak of his upward ascent. He jammed his fingers against his palms, feeling the webbing fire from the slits in his wrists and rapidly accelerate as they travelled through his web-shooters. The bio-cable zipped just to the right of Steve's fighting form and splattered against the serpent woman's eyes, causing her to hiss in rage. He whipped his arms back, causing her to slide blindly across the floor, and her snake-like body hit against the back of Steve's legs. The star-spangled soldier stumbled backwards from the sudden impact, yelling in surprise, and landed roughly against the ground. He had basically become a sitting duck as the chimeras began to loom over him, ready to tear into his flesh as he attempted to scramble to his feet, and it was all Peter's fault. His muscles coiled beneath his red and blue spandex suit. He would not allow his teammate to be killed.

Firing two webs against the floor, Peter dropped to the ground in a spidery flash, landing in front of Steve in a low crouch and guarding him from the approaching army. A newfound energy seeped into his bloodstream, and he gritted his teeth behind his mask. When he landed the first punch against the closest chimera, the rest followed subconsciously, along with an uncountable plethora of kicking, smacking, webbing, flipping, backhanding, head-butting, and jabbing, all to protect his teammate. When Steve managed to sit up, blinking in surprise that he hadn't been devoured, he watched in amazement as Spider-Man stood over him, defending Steve's vulnerable state with unsurpassed agility and power. It was like watching a soldier take out an entire infantry with one machine gun, except Spider-Man's fists were the ammo and deformed chimeras were his enemies. Was this really the same Peter Parker he had rushed to Avengers Tower that evening so recent, as delicate as a feather and lying lifelessly in his arms? He sat in awe for a moment, realizing just how valuable Spider-Man had become to their team since his acceptance, _especially_ now, then shook his head, coming to his senses, and quickly rose to his feet. Peter jammed his knuckles into the cheekbone of another beast, then felt a shadow cast over his face. He glanced up in alarm, and found himself staring down the gullet of cat-like chimera just as its weight landed on his back. Its mangled claws dug into his skin, and he felt a set of needle-sharp fangs grip into his shoulder. Peter yelled in surprise, fending off his front from one chimera and all the while trying to shake the one biting him off his back, but without success. In a flash, Captain America's fingers curled around the edge of his shield, and he flung it into the face of the creature sinking its teeth into Peter's shoulder, which caused it to release its grip and collapse to the floor, yelping and pawing at its busted nose. Spider-Man glanced over his shoulder in surprise, glad that he had managed to keep the chimeras from ripping Captain America apart, and grateful for the quick save. He looked over to the hallway on their left, and found it to still be teeming with more deformed half-human, half-animal beasts, which were flooding into the main lobby in enormous, hideous herds. Ducking to avoid a shrieking feathery woman and slugging another in the stomach, he shuffled forwards to dodge a set of menacingly curled talons, only to find the area filled with a swarm of dozens more chimeras. Peter jumped back in surprise, sweeping his legs across the ground swiftly to knock them away, but the space was filled with fresh sets of demonic eyes and salivating jaws seconds later. _What did those Oscorp scientists do to make these things so bloodthirsty? _he wondered, unnerved by the thought. He backed away fearfully, realizing how dense the wall of chimeras was becoming, when he felt his foot slip on one of the many pools of blood that littered the floor. He struggled to gain equilibrium, barely managing to keep his footing, and felt the gap between he and the beasts grow narrower. A fox chimera snapped at his ankles, mere inches from biting him, and he scrambled backwards reflexively. Upon his jerky evasion, he felt his back suddenly bump against another's, and he cringed in alarm. Spider-Man and Captain America both whipped their heads around at the same time, relieved that it was just each other, but quickly realizing how critical their position had become, and terror rose into their throats. Their rigid forms were encircled by the chimeras on all sides, which growled and hissed and roared at the two figures standing in the center of their ring of death. Sweat dripped down the heroes' faces as they stood beside each other, eyes shifting between the beasts apprehensively and muscles coiled in anticipation.

They were surrounded.

Steve breathed heavily as he clenched his bloody fists in front of his chest, waiting for one of the hundreds of cross-species mutations to make a move. "How you holding up?"

Peter's heart thumped violently against his ribcage. "I'll live," he answered, rubbing at the bite wound on his shoulder and flinching slightly. "You?"

Steve forced a laugh, the pains of his many scratches, bruises, and gashes becoming blatantly prominent. "Same. I hope I don't have to get rabies shots after all of this, though."

Spider-Man lifted up his mask slightly and wiped his mouth with the back of his hand. "Geez, how many of these damn things are there?" he huffed, growing unsettled beneath the innumerably fierce glares.

"I have no idea," Steve replied, their tiny bubble of safety growing smaller by the second. "They never seem to end. If it keeps going on like this, I don't know how much longer we can manage."

Steve felt Peter elbow him in the spine. "Hey, don't be such a Debby Downer. Come on, now—we're Spider-Man and Captain America! These mangy assholes don't stand a chance against a couple of genetically enhanced idiots in red and blue pajamas."

Despite their dire situation, Steve Rogers couldn't help but chuckle at that, holding his shield over his body defensively. "Suppose I can't argue with that logic. But if we just start blindly attacking, we'll be swarmed. Got any bright ideas to get us out of this little predicament before we're, you know,_ eaten alive?"_

The chimeras were now lashing out at them, growing impatient as they snapped and clawed at their feet, and Peter had to think fast. He stared down at the intricate devices built into his Spider-Man gloves, and a rather unconventional idea came to him. He didn't have time to mull it over.

"Hey," he said, glancing over his shoulder, "ever fancy letting Spidey try out the Captain's sport?"

Steve narrowed his eyes confusedly. "I beg your pardon?"

In that moment, Peter's spidey sense went nuts, and the chimeras all rushed towards the two heroes in the center of the room. Without explaining himself any further, Peter reached back and snatched Steve's shield right of his hands, causing him to whirl around in surprise.

"Hey!" he yelled. "What do you think you're—?"

Spider-Man grabbed Captain America by the fabric along his collarbone. "Sorry, about this, Cap," he apologized. Then, with all of his spidey strength, Peter flung Steve across the room, inciting a yell of surprise to escape the super-soldier. As his star-spangled form sailed through the air, approaching one of the wide beams supporting the ceiling, Peter fired a spurt of webbing from his wrist. His precise aim sent the web fluid zipping across the room and splattering across Steve's gloved hand just as he landed roughly against the beam, securing his palm against metal surface and leaving him hanging above the ground, just barely out of reach of the vicious beasts below. He groaned in pain from the impact, but Peter didn't check to see if he was okay. Curling his fingers around the edge of Captain America's shield, Peter flung it forwards like some sort of deadly frisbee. As the disk spun rapidly towards the charging cross-species, Spider-Man fired a strand of webbing from his web-shooters that latched onto the vibranium weapon's surface. He gripped onto the webbing with both hands, and with all his might, Peter spun the shield in circles around himself, fending off the chimeras that threatened to swarm him. The sound of bones cracking as the shield crashed into the bodies of the deformed beasts rang in his ears, and howls of agony echoed all around him. He struggled to maintain his momentum as the shield slammed into more and more of them, but the many impacts were slowing his speed and the constant spinning was making him dizzy. He didn't know how long he could keep this up on his own.

Steve shook his head, mildly irritated by Spider-Man's compulsiveness that had left him with a throbbing knot on his temple, then turned his body around awkwardly as he dangled above the disturbing scene below, and his eyes grew wide. Peter was swinging his shield around like a some kind of weaponized lasso, trying to keep the chimeras from overrunning his small circle of safety, and he was, for a moment, impressed by the kid's creativity. However, as he stared down at the incredibly unbalanced fight, he knew it was only a matter of time before it all became too much for even the amazing Spider-Man to handle. He grappled at the metal's smooth surface, trying to gain some kind of purchase, but his efforts were fruitless. Growing impatient, he tried to tear the webbing off his hand, but again without success. What was Peter _thinking,_ tossing him aside like a sack of potatoes like that? And now the kid was left to fight off all the chimeras on his own. He seriously needed a lesson on teamwork.

Peter whipped the shield against some sort of canine chimera, then gasped as he realized another was thundering towards him from behind. He whirled around, bringing the shield with him, but it knocked against a different cross-species on his right, leaving his front side defenseless. Peter ripped the vibranium weapon forward desperately, trying to slam it against the rhino chimera's face, but his grip on the webbing faltered and he sent the shield sailing over the beast's head. Before he could stop it, the bulbous creature crashed straight into him, knocking the breath from his lungs and sending him skidding across the floor. Steve Rogers gasped.

"Spider-Man!" he yelled, watching as he slid against the ground. He broke into a violent coughing fit as the chimeras charged towards his red and blue form, ready to engulf him as he was down. Steve had to help him. He had to get out of this webbing, _now. _He glanced up at his trapped hand, and an idea came to him. Gritting his teeth, he kicked off the beam with his feet while jostling his fingers about in his glove in attempt to free his hand. With a violent yank, he felt his wrist slip from the leather, and he began to question how smart this idea had been as he then free-fell towards the ground. With a grunt, he crashed to the floor, a second bump forming on the back of his head that matched the first.

Spider-Man forced himself to recover quickly, clutching his stomach as he rose to his feet, but the chimeras were on him now. He clenched his fists, realizing just how critical his mistake had been, and began throwing punch after punch and kick after kick, but there were too many of them. It was hundreds upon hundreds against one, and soon they began to gain the upper hand. One bit his leg, another slashed at his side, and still another dragged its claws across his chest. A horrible fear seized his heart, and he knew he was done for. Steve scrambled to his feet and glanced forward, just in time to see the skinny red figure vanish beneath the army of mutated creatures.

"No!" he cried, rushing towards them. "Spider-Man!"

Steve tried to fight his way through the crowd, snagging his shield off the floor and beating the crap out of the chimeras standing between him and Spider-Man, but he couldn't breach the wall fast enough. He would never reach him in time. The Captain felt sick to his stomach, refusing to accept the idea, and he reared his shield back behind his head as he desperately yelled out his teammate's name.

_"Peter!"_

It was then that a strand of webbing shot out from underneath the writhing dog pile of beasts, zipping through the air a long ways before finally latching onto the ceiling high above. There was a stir beneath the creatures, causing them to jump back and flinch away, until the majority of them were suddenly thrown backwards as Spider-Man forced his way out from under their deformed bodies, kicking a chimera off his ankle and head-butting another that was on his back before firing another web-line from his wrist. With quick movements, he brachiated above the swarm, swinging carelessly as his many wounds throbbed beneath his skin. Steve watched him in amazement, wondering how on Earth he was still alive, but was quickly jarred from his gawking as Peter's arms gave out, and he tumbled to the ground, rolling across the floor and leaving long trails of blood in his wake. Captain America sprinted to his side, surprised to see that he was already trying to rise to his feet.

"Damn, son," he cursed, crouching beside him and helping Peter stand, noticing the deep tears in his costume and flesh that leaked thick streams down his frame. "What the hell were you _thinking?_ I know you're not used to the whole 'team' thing, but you're going to get yourself killed trying to pull stuff like that." Despite his frustration, the kid had thoroughly impressed him with his performance, although he was too upset to admit it. "Don't be so reckless! You got that?"

Peter winced as he balanced his weight on his bitten leg, but forced himself to laugh. "Alright, alright, I get it. Geez, Spangles, don't be so uptight. You sound like my uncle."

Steve sighed. "Don't _you_ start calling me that, too. And I'm trying to keep you from being an idiot. Only an idiot would try to take on that many enemies by himself, especially when you have a teammate to help you out."

"You're just pissed because I webbed you to the wall and took all the battle glory like a spidery ninja badass," Spider-Man retorted with a laugh, clutching his marred chest, but quickly sobered up as his vision focused ahead. "We're not through yet, though."

The chimeras were approaching them threateningly, snarling and growling and lapping at their lips. No matter how many the two defeated, more would take their place. This fight was becoming hopeless.

"What do we do now?" Peter asked, poised defensively and feeling his ripped skin burn with his every movement. "We can't keep this up. They just keep coming."

Steve rolled his shoulders and gripped the edge of his shield tightly. "We can try, anyway."

Peter snorted. "Yeah. We're gonna die."

"Hey, who's being the Debby Downer now?" Steve asked with a smirk, his eyebrows narrowed slightly. "Um, whatever that is."

"Whatever," Peter scoffed coolly, then coiled his bruised and bleeding knuckles into fists. He could feel his body's healing factor revving into overdrive as it worked to mend his numerous wounds, although it would take a significant while before he was fully recovered. Despite it all, he shook his head, trying to focus his mind off his aching bones and bleeding flesh and onto the unending army that was rapidly approaching them. He had no idea how they were going to pull this off.

Then, to the two battered heroes' disbelief, the doors behind them that they had been trying to defend all this time suddenly exploded. Cringing in surprise, they whirled around, both poised defensively. In a rain of shattered glass and flying debris, a massive green figure suddenly crashed its way through the doors, its thick body tearing straight through the wall as if it were tissue paper. Upon beholding the sight, Peter's heart nearly leapt out of his throat. The beast was barreling straight towards them like a green freight train on steroids, and he felt his instincts seize his muscles. Springing forwards rather ungracefully, Spider-Man tackled Steve Rogers' thick form, causing both of them to narrowly evade the charging beast's wake, and the two rolled along the floor just as it passed them. After recovering, they watched in amazement as it tore across the room and began completely decimating the half-human, half-animal hybrids, swinging its fists sideways and sending the army flying back every which way. Peter scrambled to his feet, eyes wide beneath his mask.

_"Hulk?" _he gasped, grabbing the sides of his head in his hands. "Holy crap, as if this wasn't bad enough?" He looked down at Captain America helplessly. _"Now _what do we do?"

Steve rose gingerly to his feet. "Relax, son," he told him, dusting off his costume. "He's not attacking us. It's Banner. He's in control of the Hulk, more or less."

Peter ducked as a chimera sailed over his held, hearing it shriek as it crashed into the wall. "Well, is it more, or less?" he asked fearfully, remembering the last time he'd encountered the gigantic green monster.

"Doesn't matter," he assured him, feeling relieved. "He'll keep them occupied."

That was fairly obvious as the Hulk backhanded another bout of chimeras across the room. Spider-Man just stood gaping for a moment, glad he was supposedly on the Hulk's side for a change, even if he had tried to trample them. Then a strange _whump whump _sound met his ears, startling an already jumpy Spidey, and he spun back around to face the pulverized doorway. Down from the sky floated a familiarly overdressed Asgardian prince, who was whipping his hammer in circles to somehow suspend himself in the air before he dropped to the ground and stepped through the gaping hole in the wall, broken glass crackling underneath his feet.

"We have come to help," he told them, securing his hammer in his fist and stopping in front of Peter. "Stark told us what happened, and we came as soon as we could."

"It's about time," Steve chuckled, walking up beside him. "We've had our hands full, just the two of us."

Thor looked Spider-Man and Captain America up and down with concern in his eyes. "You two are injured. Blood is seeping from you as we speak. Will you be alright?"

Steve slipped off his mask and wiped his scratched forehead with his hand. "We're fine. Just a little banged up." He strolled over to Peter, slapping him on the shoulder and causing him to grimace. "Parker here is a good fighter, even if he's reckless, and his abilities are much more appreciated when they're being used to help you, not the other way around."

He laughed at that, shrugging him off. "I'd say the same for you, Cap'n."

"Admirable work, Man of Spiders," Thor told him, placing one of his thick hands on top of his head, which made Peter hunch his shoulders and narrow his eyes. "For such a tiny man as yourself, you are quite impressive."

"Thanks," he grumbled, pulling away and rubbing the back of his neck. "Anyway, what should we do now?"

Thor looked over at the raging Hulk, frowning slightly. "Banner can handle the ones in here. You should come outside and help us with the rest." He turned back around, his red cape whipping through the air with his movement, and began making his way through the wrecked doorway again.

"Wait, what?" Peter stuttered in surprise, watching him traipse around the debris. He followed after him, jumping onto the wall and crawling at his side. "What do you mean? What's going on outside?"

Thor stepped down from the demolished staircase and onto the sidewalk, a grim look on his face. "This."

Peter dropped beside him, staring out at the concrete city, and a sensation of terror swept over him. To his disbelief, hundreds of human-animal cross-species were littered across the streets, writhing on the ground, running in every direction, climbing up the walls of buildings, and gnawing on what Peter regrettably assumed were chunks of human remains. Some were snapping at one another, others were acting completely mental and running in circles, and still others were shrieking and screaming like they were dying, which may have been true. Police sirens wailed in the distance. Peter shook his head back and forth, horrified.

"How…how did they escape?" he asked in disbelief, his gaze sweeping across the overrun city streets. He was positive that he and Steve had kept all of them inside the tower. How could they have possibly escaped? Captain America jogged out of the Oscorp tower close behind them, gasping as he took in the appalling scene.

"What the hell?" he hissed between his teeth, pulling his dark blue mask back over his face. "How did they get out here? And how is there_ this_ many of them?"

"I have no idea," Peter stated hollowly, running his fingers over the deep claw marks in his chest and wincing. "Oscorp must have gone into mass-production mode or something to make this many in such a short time frame."

Steve furrowed his eyebrows nervously. "This is _much_ worse than I imagined."

Suddenly, a bloodcurdling scream ripped through the air, causing Spider-Man to flinch. He turned to face where the sound had come from, and standing on the other side of the street, cornered by two cross-species mutations, was a woman. In her arms she cradled a baby, which was sleeping silently, and she was pressed up against the wall with absolute terror plastered on her face. She cried out again, her knees shivering as she spun around to guard her child with her back to the approaching beasts, tears streaming from her eyes. Spider-Man was sprinting across the street and springing into the air before any of the other Avengers had completely absorbed the situation.

With a _thud_, Peter landed in the narrow space that laid between the two civilians and the chimeras, his body low to the ground. The mutated creatures rushed at him in slow motion, baring their teeth, but they were hilariously outclassed. Spider-Man aimed his two web-shooters at their faces, coated their mouths in webbing with two quick taps on his palms, then fired a pair of web strands from his wrists that stuck onto their legs. He jumped on top of a streetlight in one swift leapt, dragging the two chimeras along with him, and reeled in the flailing bodies to where he now stood. He encased them in stringy fluid, making sure they were well restrained, then stuck them to the pole and left them hanging there like trapped flies. Peter hopped back onto the ground, the wide eyes of the woman in front of him staring into his reflective lenses. She cautiously lifted away from the wall, wiping her tear-stained cheeks.

"I…y-you're…" she stuttered, walking up to him as he rose to his feet. She stopped before his skinny red form, sobering up. "Spider-Man. I can't…thank you _so_ much. You saved me, and my baby."

Peter smiled weakly underneath his mask, terribly relieved that he had gotten there in time. "No prob. I'm glad you two are alright."

The woman looked down at her infant, who suddenly burst into bout of raspy crying that caused Peter to flinch. He lifted his hands hesitantly, not sure what to do and feeling somewhat guilty for making the baby cry, but the mother had it under control. "Shhh," she cooed gently, hugging him close to her chest, "it's okay, darling. Everything's okay now."

"Actually, it's quite the contrary," Spider-Man heard a muffled robotic voice interject from behind him, and he turned around just in time to see Iron Man drop to the ground with a metallic _clank._ Jogging close on his heels were Natasha Romanoff and Clint Barton, both panting slightly and donning their fair share of cuts and bruises. Peter blinked in surprise.

"You guys," he addressed them, switching his gaze between their faces, "have you seen what's going?"

Natasha huffed exasperatedly. "Uh, _yeah. _The whole damn city's being invaded by these chimera things. Tony informed us of the situation."

Peter swallowed nervously upon hearing this, and a fresh wave of guilt landed on his head. This was all his fault.

Natasha marched up to the woman cradling her baby and grabbed her shoulder forcefully. "It's not safe here. We need to get you and everybody else off the streets." She glanced back at Stark. "The best thing people can do to keep from being mauled by these things is to hunker down in secure buildings. They need to wait it out until we find some way to handle it."

Tony nodded. "I've been spreading the message, but everybody's panicked, not surprisingly so." He pointed his metal finger towards the office building that they were standing in front of. "You, lady, get inside there, and don't you come out until you're positive the streets are safe. You hear?"

The woman nodded obediently, offering them one last look of gratitude, then slipped inside the building, and the sound of her wailing baby quickly faded as the doors swung shut.

From across the street, Captain America and Thor ran over to join the rest of them, knocking a few chimera heads on the way. Peter watched them as they came, their contrasting outfits somewhat amusing. When they reached the group, Steve couldn't help but crack an exhausted smile.

"Well, here we are again," he chuckled, placing his hands on his hips. "Anyone else getting deja vu?"

Tony's mask flipped up off his face. "Not really. Y'know, New York. Being attacked. By a giant army of freaks that want to kill everything they see that we probably have no chance of beating. Nothing…familiar." He wiped the sweat off his forehead, puffing out his cheeks. "Anyone have an aspirin?"

"We've got to get rid of these things before they tear the entire city apart," Natasha stated, stepping forwards. "They're mostly accumulated in this area, feeding out of the Oscorp tower. Should we split up and take them on single-handedly, or stay together and fight them as a group?"

"Single-handedly is dangerous," Cap chimed in, rubbing the back of his head. "We should at least be in pairs. They don't seem so bad on their own, but when the attack in groups, they can be overwhelming."

"That'll take too long," Clint insisted with his eyebrows narrowed in thought, "and the ones that have slipped into the inner city have to be dealt with first. We can't just leave them there."

"But if we go after them, the hundreds that are here will get into the city, too," Black Widow reminded them.

Thor gripped his hammer tightly in his fist. "The people's safety must be our top priority. We cannot lose sight of that."

"You guys could corral them here, and Stark and I could go after the other ones."

The Avengers glanced over at Spider-Man, who had surprisingly interrupted their quarrel. They had forgotten for a moment their new addition to the team. Peter expected one of them to shoot down his suggestion in a few snarky words, but when no one objected, he continued.

"Stark and I know this city top to bottom, so we can navigate it the best. We're also the fastest, and can move above the streets rather than having to weave through buildings and traffic along the ground. We'll go out into the city and take out all the extras, all the while telling everyone to hide indoors." Peter turned around, facing the Oscorp tower, which was swarming with the humanoid beasts. "Meanwhile, you guys can stay here to try to keep the majority of the fight in this area. Hawkeye can secure an aerial view above the battle as your eye in the sky to keep those fighting on the ground safe from sneak attacks or whatever with his arrows. The big guns—Hulk, Spangles, Natasha, and Thor—will stay on the ground and defeat as many enemies as they can. I say we set a circumference around the tower, about half a mile out, that you guys have to keep the chimeras that are still here contained to. Stark and I will get the stragglers." He glanced back over his shoulder, waiting for a response. "What do you think?"

There was a silence that followed as the others mulled over his words. Peter began to grow antsy, listening to the distant growls and roars of the chimeras around them. Finally, Steve spoke.

"I think we should follow Parker's plan. It sounds like our best option, and we can't waste any more time standing around arguing about it."

Peter was surprised to see everyone nod in agreement. Steve turned to face Thor, his eyes stony. "You fly Clint up to the top of whatever tower is to his liking, then you and Hulk stay on the forefront of the fight, while Natasha and I defend the perimeters. We don't have our communication devices, so relaying information is going to be a bit more difficult. Guess we'll cross that bridge when we come to it." He looked back over at Spider-Man. "You sure you two can handle your part on your own?"

"We'll be _fine," _Tony assured him, wrapping a metal arm around Peter's neck. "Petey and I are solid. It's you guys who should be worried—those damn things never seem to end."

"We'll manage," Clint told him firmly, slipping an arrow out of his quiver, "and we gotta get going, _now. _I don't know if S.H.I.E.L.D. is going to try to send reinforcements, seeing how all of this is _their fault, _but if we're assuming they aren't, we're the only hope this city has at stopping this. The NYPD aren't exactly prepared to deal with this sort of insanity, as we've discovered in the past."

"True," Tony agreed, then looked over at Rogers. "Pete and I will rendezvous with you guys back here once we've finished our sweep."

Steve nodded firmly. "Let's have at it."

When everyone began to disperse without another word, Peter glanced left and right, unsatisfied. "Is no one going to say it?" he asked, crossing his arms. They all looked back at him, clearly confused. Peter sighed, shaking his head disappointedly, then raised his fist into the air. _"Avengers assemble!_ Or...I guess, in this case, Avengers _disassemble!"_

The lot of them laughed at that, in spite of the chaos swirling around them, and shot one another a few knowing smiles. It was strange how, just like that, they were all together in New York once again. There to protect the world from a threat that only their ragtag band of morons could apprehend. They had done it before, they could do it again. They had confidence in that. With a final nod, Captain America, Black Widow, Thor, and Hawkeye took off towards the sea of beasts swarming around the Oscorp tower. Thor grabbed Clint by the arm and carried him away like an Asgardian Mary Poppins with a hammer for an umbrella, while Rogers and Natasha ran towards their designated positions. Tony shook Peter's shoulder.

"C'mon, Pete. Stark and Spidey have a mission to do."

Spider-Man watched his teammates fan out across the hellish scene before them for a moment, then nodded slowly. "Yeah. Let's go."

Just then, a skull-splitting roar reverberated through the air, causing Peter and Tony to jump. There was a moment of stillness, but it was quickly shattered seconds later. Crashing through the already crumbling doors of the Oscorp tower, drenched in blood and sweat that poured down his muscles, was the Hulk. His sickly green body was covered with chimeras, which were clinging onto him like mutated leeches and refusing to let go. The Hulk shrieked with rage, trying to shake the creatures off himself as he swung his fists about and kicked at the ones crowding around his feet, but more and more kept advancing on him. He grabbed a handful of them and chucked them through the air, and the sound their bodies made as they hit the ground made Peter's stomach turn. Peter shuffled forwards, wanting to help somehow.

"We've got this guys!" Steve hollered at Iron Man and Spider-Man, pointing down the road as the setting sun cast bloody streams of light across the battlefield. "Go!"

Before Peter could object, Tony seized him by the wrist and blasted off the ground, dragging his red and blue form behind his armor as he zipped into the air. Peter cried out in surprise, feeling the heat of Iron Man's repulsors burn against his skin as they ascended higher and higher. He glared up at Tony Stark's red and gold suit, half-wishing he wasn't wearing his mask so he could see just how pissed off he was.

"Hey!" he yelled at him, feeling the world rushing rapidly beneath his feet. "The _hell_ is your—?"

"They can handle it," Tony interrupted him adamantly, "and our fight is elsewhere, Spidey. We've got a lot of ground to cover, and not a lot of daylight left to do so. I don't fancy fighting these things in the dark."

Peter turned his head to look back at the rest of their team, who had vanished behind a wall of buildings, although he could still hear the Hulk's bellowing voice and the sound of lightning crackling through the air in the distance. He hoped they'd be alright.

"Try to keep up," he heard Iron Man tell him smugly. It was then that the grip on Spider-Man's hand suddenly released, and he felt himself tumbling towards the ground. He flailed his arms for a moment, startled, then came to his spidey senses and fired a bio-cable from his wrist, quickly becoming revived by the familiar sensation of his body swinging down the streets of the city. He chased after the armored man as he zipped around the corner, keeping up with his pace rather easily.

"Fair enough," he agreed, soaring through the air at his side for a moment before dropping back towards the Earth again and catching himself with a tap on his palm, "but how are we going to find all of them? This city is huge, so they could be anywhere, hiding."

"Don't sweat it, webs," he assured him, slowing his speed down a bit. "I've got it covered." Stark's squinted his eyes behind his metal mask. "Jarvis, switch to thermal imaging mode."

_Right away, sir, _Jarvis's exotic voice responded. Peter had forgotten about Stark's personal A.I.. Iron Man's glowing eye slits went from their usual light blue to a yellowish color, and he scanned the world beneath him intently.

"These chimeras are a combination of two genetically distinct lifeforms, correct?" Tony asked him. Peter somersaulted on his left, moving with incredible expertise.

"Yeah."

Stark narrowed his eyes. "If that's the case, then I bet their heat signatures are all out of whack. Mixing two species in the way that Oscorp has, where they're, like, literally _squished _together into one body—I doubt their body temperatures are normal, especially if they were combined with a reptile or something."

Peter shot another web filament from his web-shooters. "I guess so."

"So if I'm right, we should be able to find them rather easily." Tony banked to the left, then descended briskly. _"There."_

Peter followed Stark's gaze to the large plaza that lied beneath them. All seemed normal at first, until a scream suddenly tore through the air. A small group of creatures was sprinting across the open square towards the hapless people gathered in the center, sending them into a frenzied panic. Alarmed, Spider-Man released the webbing from his wrist and began dropping downwards rapidly, feeling the wind whipping past his body increase. The Earth was approaching at a dangerously fast pace, but at the perfect moment, just before he splattered against the ground like a bug on a windshield, he fired a web onto a nearby streetlight, swung underneath it, and landed on top of a parked taxi, his body poised readily. Iron Man descended next to him, hovering just above the pavement.

"All of you, get out of here, _now!"_ Stark ordered the flustered people, pointing at the hotels, restaurants, and other buildings outlining the plaza. "Get indoors and hide, unless you want to be _mauled."_

That got them moving real quick. Without another word, Tony took off after the pair of chimeras on the right, while Peter sprinted towards the two on the left. Spidey kicked the first one in the side, who was a carnivorous-looking chimera on all fours, and webbed it's struggling body to the street. Satisfied, he turned to face the next one, which appeared to be mixed with some sort of canine. It lunged at him with its fangs, which he easily dodged, and as it flew past him, he grabbed its head in his hand. The dog-man thing screeched with rage, and he slammed its face against the ground, causing its nose to gush with blood.

_"Kill me!"_

Spider-Man froze. His heavy breathing caught in his throat, and he felt a strange terror claw at his insides. The world seemed to go silent around him.

"Wh…what?" he barely managed to utter. His grip on the chimera's head faltered, and the creature suddenly bolted upright, blood dripping off its lips and its eyes wide with insanity.

_"Please kill me!"_ the man begged, leaning towards him. His teeth were stained pink, and his mouth was half-deformed into the shape of a muzzle. _"I want to die! Kill me!"_

Spider-Man began to slowly back away, horrified. Something wasn't right. Something wasn't right with the chimera that sat before him._ His eyes. His face._ Peter's cheeks had gone pale. He _recognized_ this man from somewhere. It wasn't anything major. Just some petty criminal he had picked up on one of his many nightly crime sweeps. But he _remembered_ him. This was a _person _sitting in front of him. He wasn't a monster. And he needed his help.

Peter licked at his lips, his hands shaking slightly. "I…no," he said gently, crouching down. "I'm not going to kill you. It's…it's going to be alright."

A bright blue blast suddenly lighted the pavement on his right. Peter glanced that way in surprise, and felt his blood run cold. The chimera that Tony had been fighting had a hole seared straight through its body, which seeped ghosts of smoke that dissipated into the air. The woman just stood upright for a moment, a look of terror in her all-too-human eyes, then collapsed to the ground, silent. He stared down at her, feeling chills dance across his skin. He had seen this woman before.

The sound of Stark's repulsors charging up yet again pinged in his ears, and he shifted his gaze over to him in alarm. He was aiming his palm at the other chimera's forehead, which was a snake-looking man. He didn't look much older than Peter was. Spider-Man reached his hand out slowly, feeling helpless.

_Wait… _he thought in terror, watching as the blue energy collected in the center of his metal hand. Time seemed to moving in slow motion. _Don't do it!_

The snake-man shrieked maniacally, its scissored tongue flickering between its lips.

_"Help me!"_ It cried, until the repulsor blast was finally released from Iron Man's palm. The bright blue energy cut clean through the chimera's face, leaving a gaping hole through his head, and just like that, he fell to the ground, dead beside the woman. Peter's fingers shivered against the pavement, and his eyes refused to turn away from their two mangled forms. These were _people._

Tony's eyes went wide beneath his mask. "Spidey, watch out!" he yelled, running towards him. Peter turned his head, and found that the dog-man was jumping at him, his teeth threatening to latch into his throat. His instincts kicked in, and he rolled across the ground to evade the attack. The man hit the pavement and skidded for a long distance, growling.

_"Please!" _he cried pathetically, rendering Peter useless once more. When Tony realized that Spider-Man was doing nothing offensively, he aimed the guns built into his shoulders at the beast.

_"Wait!"_ Peter cried, audibly this time, but Stark ignored him. His targeting system locked onto the creature's head, and without a word, a single bullet zipped from his armor and shattered the chimera's skull, killing him instantly. When his body fell beside the others, Peter felt his stomach twist in disgusted horror, and he sat on his hands and knees against the pavement, staring into their lifeless eyes.

"What's your deal, Spidey?" Stark scoffed, hands on his hips. "This would go _much _faster if we both did our part."

"Why did you do that?" Peter hissed quietly between his teeth, his head hung low.

Tony cocked his head to the side. "What are you talking about?"

Peter leered at him lividly. "You _killed_ them. Those were _people,_ and you just killed them."

Tony appeared puzzled, flipping his mask up off his face. "They're chimeras. They had to be killed. That's the only thing we could've done."

Spider-Man rose to his feet, taking a threatening step forwards. "We could've helped them! You heard that man—he was asking for help, but you just blasted a hole through his head!"

Stark bit the side of his cheek. "I know. But we couldn't have helped him. These things don't have minds anymore, webs. You saw—they attack anything that moves."

"Did you ever think that there _might_ be a way we could help them?" Peter yelled, his fists balled at his sides. "I _knew_ these people, Stark! They're criminals that I've caught out on the street while you and the rest of the Avengers have been sitting on your asses in your damn mansions. We can't kill them like animals! They could be fixed somehow. Banner might know a way, or we could run some tests, or we see if some Oscorp scientists know how to—"

"We don't have time for this," Tony countered dismissively, becoming frustrated. "People could be dying as speak."

"People are dying _right now,_ thanks to you!" Peter retorted, marching up to him and jabbing a finger against his chest plate. "We can't just murder people who need our help because we're too afraid to even _try_ to help!"

"We _did_ try!" Tony yelled at him, shoving his skinny form away. Peter stumbled backwards, taking a moment to regain his balance, then stared at Iron Man with a confused expression on his face that was hidden behind his mask. There was a silence that hung between them before Stark sighed.

"When we went into Oscorp and discovered all the chimeras, I tried to find a way to fix them. Some way to separate them back into the animal and the person that they were before the mutations. It was the secondary mission I'd set for myself upon entering the mad science labs. When I hit a wall, I sent all the data to Banner and had him try to figure it out. Hell, I even sent it to your girlfriend to see if she had any clue what to do about it, seeing how she helped out with the Lizard antidote serum a while back." He raised his eyes to meet his reflective white lenses, remembering once again that Spider-Man was really just a kid. "But believe me when I say this, Spidey. There is _no way_ to separate them. Their bodies are completely fused together now, right down to their genetic coding. If we tried to separate them, they'd just tear to pieces. Trust me, if there was a way to fix them, I'd be all for that. You know I would. But there isn't." Stark flexed his robotic fingers uneasily. "The best thing we can do is put them out of their misery. That way, they won't be suffering anymore, and they won't be able to hurt anyone else. You have to understand that this is the right thing to do."

Peter shook his head slowly, the denial he had been clinging onto all this time suddenly vanishing. Then he clasped his face in his hands, unable to believe that his existence had led to so many people dying already, and now_ hundreds_ more inevitably so. "But…there has to be…some other way…"

Tony shook his head from side to side, his expression making the hopelessness of the situation clear, and Peter suddenly felt weak.

"This…is all my fault," he whispered, falling to his knees. The sun slipped beneath the crest of the horizon, blanketing the ground in long shadows. First the Lizard, who had been created because of the equation he had given to Doctor Connors. But now _this._

"I started _all_ of this," he breathed desolately. Sickening guilt hung over his body, making him feel as though he was being crushed. This was not what he had wanted. He had never wanted anyone to get hurt because of him. He just wanted to help people. He suddenly wished with everything he was that he had never become Spider-Man. That he had never put so many people's lives in danger because of simply _existing._ That now, the only thing he could do for the hundreds of people who had been experimented on by Oscorp under his name was _kill _them for their own good, for there was nothing he could do to help them. Peter Parker had never felt so powerless and worthless before in his whole life.

Stark stared down at the kid collapsed defeatedly on the ground who was obviously in distress. He swung his arms at his sides uncomfortably, not sure what to do, then forced himself to walk over to him. He knelt down beside his crumpled form, his armor whirring with his every movement.

"Hey," he tried to say gently, although being comforting had never been his strong suit, "don't be like that, alright? This wasn't your fault. You had no control over it."

When Spider-Man didn't respond, Tony sighed heavily. "Look, Peter. You can't blame yourself for all this. This isn't like the things I've done, the things I've caused, the mistakes I've made. This isn't on you." Stark lowered his head. "I...I don't know if it'll help, but I guess I can go all angsty backstory for a moment. I'm sure you probably know bits and pieces of it already. See, before I became Iron Man, I wasn't a good man. Well, I've never really been a 'good' man, but, whatever, you get the idea." He clicked his teeth together before continuing. "My company, Stark Industries, was funded by the government to make weapons. Not your wimpy-ass guns and bullets—the big stuff. Huge missiles, bombs, grenades, tanks, high-grade machinery meant to cause as much death and destruction as possible. I became rich off of war and death. And I did nothing to stop it—hell, I didn't even _care. _For years, my weapons were being used not just by the U.S. military, but by a terrorist group called the Ten Rings. They used them to kill the soldiers I was traveling with, and thousands of other innocent people in both Afghanistan and America. Thousands of people, _dead,_ because of what I had created. And I didn't even _think_ about trying to stop it until my own cowardly ass had to face the demons I had created directly. After I managed to escape a near-death experience at the price of my friend's life, I finally decided to try to fix what I had done." Tony laid his hand on Peter's shoulder, which was shaking slightly. "Do you get what I'm saying? I didn't even have the conviction you're feeling while I was personally initiating the murder of thousands. I was, quite literally, a heartless asshole. But I owned up to what I did, and the fact that I have to live with it the rest of my life doesn't bring me down—rather, it's my motivator every day to build the best suits I can to protect as many people as I can." Giving in, he sat down onto the pavement, crossing his legs. "But here's the thing, Spidey—you didn't do _anything _to make what is happening happen. You got that? Even if your spideryness gave them the idea of the whole chimera thing, you didn't ask them to. You didn't want them to. And the fact that you're beating yourself up about it makes you ten times the man I am. It was S.H.I.E.L.D.'s demonic think tank that dreamt this nightmare up, not you. Even if Spider-Man never came to be, they would've found some other reason to try to achieve whatever the hell this 'biological army' thing they have going. It was going to happen no matter what. We're just lucky that you_ are _here, because you can help stop it. We can fix this, but we need you're cooperation to make that happen. Alright?"

Peter didn't move for a moment longer, letting his words sink in. He hadn't been aware of the whole story behind the infamous Tony Stark until now, and he was shocked by it to say the least. How could someone come back from something as self-detrimental as that to become one of Earth's mightiest heroes? He didn't know if he had that kind of power. He didn't know if he even _wanted_ it. Maybe the world would be better off without Spider-Man. Whatever he did, even if he thought it was to help people, always seemed to backfire and end up getting the innocent killed. Who was he to keep trying to do the right thing if it never worked in the long run? That being said, sitting here in the street on his red and blue ass crying about it wasn't going to change the crisis that was happening _right now. _He might not be able to save the people who had been turned into chimeras, but he could use the power he had to keep them from hurting anyone else. Peter allowed a shaky sigh to escape his lips, then raised his head to face Tony.

"Alright," he finally answered, realizing how dark it was becoming, "I'll keep fighting." Cringing, he swallowed the lump in his throat. "But…I just...I can't kill them. I _can't._ I'm not like you. I've never done it before—well, not intentionally, anyway. It just doesn't feel right. I'll restrain them, keep them from attacking people, but that's all I can do. I'm…I'm sorry."

Stark patted him on the shoulder, then helped him rise to his feet. "Okay, then. You catch them, and I'll take care of it from there." A slight uneasiness entered his eyes. "But I have to tell you, that's not going to cut it all the time. I know this isn't the best advice, coming from someone like me, but there's going to come a time when you have to kill someone. Not because you want to kill them, but because you have to protect someone else from being killed _by_ them. That's just how it works. I'm not going to be an ass and make you do it right now, but I just want to let you know. That's what it means to be a hero or whatever—we have to be willing to do the crap that others can't, for the greater good and all that." Stark shook his head, his mask dropping back over his face. "Aw, hell. I sound like freaking _Spangles._ Patriotic bastard must be rubbing off on me."

Feeling somewhat guilty for making him have to do all the dirty work, Peter rubbed at his tired eyes through his mask. "Let's just get this damn thing over with."

Tony grinned. "I second that," he agreed, slapping him on the back. Peter wanted to tell him in some sort of indirect way that he was grateful for what he had done, but decided that could wait for now. The squirming form still trapped underneath the cocoon of webbing suddenly caught Tony's eye as it writhed against the ground, hissing, and he frowned. Quickly aiming his arm at the creature, a small gun rose from underneath the armor's exoskeleton and fired a silvery bullet faster than Peter could blink. The bullet made a small _thump _noise as it entered the chimera's body, and it instantly went still and silent. A chill went down Peter's spine, but he tried not to let it show.

"Let's get going," Tony stated firmly, the sound of police sirens beckoning them in the distance. "There are plenty more where that came from."

"Yeah," Peter said, firing a web from his wrist that latched onto the wall of a nearby thrift store, "let's go."

Stark lifted off the ground, the repulsors on the bottoms of his feet humming to life, then rocketed into the sky. Peter glanced back over at the dead chimeras sprawled across the road, offering them one last look he hoped conveyed the thousands of apologies he wanted to give them but didn't have the time to form into words, then leapt off the pavement and followed after Iron Man, zipping between the buildings of New York effortlessly. The moon had begun to rise over the uncharacteristically empty streets.

As Tony banked past a middle school with Spider-Man hot on his heels, he suddenly came to an abrupt stop. Peter slammed on his brakes, flipping backwards and sticking to the wall, feeling kind of chilly in the cool night's breeze.

"What's wrong?" Peter asked him, puzzled.

"Oh, hell," Tony whispered, zipping around to the other side of the building, "please let me just be seeing things."

Spider-Man crawled after him. "What do you mean? Seeing what?"

With the accuracy his thermal imaging lenses had shown in the past, it was clear that what he was observing was legitimate. A swarm of discolored orange dots was moving far below them, underneath the city, invisible to all except himself. He glanced back over at Peter.

"We've got to warn the others," Tony told him sternly. "There are literally thousands of chimeras, right here in the heart of the city."

Peter was shocked. "What? _Where__?_ How is that even—?"

Before he could finish, however, he was startled by the sound of metal clattering against the pavement. He glanced down below to where the noise had come from, and a feeling of disgust churned in his stomach as the realization became clear. The sound had been a manhole cover being burst through and landing against the ground. Out of the crater that now yawned in the street, hundreds of chimeras began to slither onto the road, their deformed bodies squeezing through the gap as they fed into the city. Peter's cursing was muffled through the fabric of his mask.

"The damn things are getting in through the sewers."

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><p><em><strong>Oh <strong>_**_nooo not the sewers! How cliche can I get? Has science gone too far? Next thing you know, the ninja turtles are going to show up. NOT. FYI, to all you lovely review writers out there who have been so helpful to my story thus far, I know my story has lots of probs that you have pointed out. Don't sweat it though, cuz after I'm completely done with all the chapters, I'm going to go through and revise the ENTIRE THING. That way, it'll be polished and pretty :) so if you see any changes that you think should be made, plz let me know, yada yada yada. I want to be a cinematographer when I'm older, so I can take criticism. Don't sugar coat it, por favor. I need the truth! Thanks as always, love ya'll, see ya for chapter 21. The big team-up chapter! :D_**


	21. Chapter 21

_Disclaimer: Marvel and McDonalds are going to sue me unless I say this stuff ain't mine_

**_Heeey look chapter 21...yaaaaay...my story can drink now..._**

**_Yeah so I lied again. I still have more stuff I want to include before the story is concluded, so I had to split this extra-long chapter up AGAIN. I swear, I'm like that annoying movie director _****_who splits their stories into parts just to be annoying (aka Deathly Hallows, Mockingjay, Breaking Dawn...yada yada) Sorry these are taking so long to write, but AP classes and varsity basketball suck butt. BUT _****_OMG GUYS I HAVE SO MUCH TO RANT ABOUT BUT I'M GOING TO SAVE IT UNTIL AFTER THE CHAPTER SO I DON'T ANNOY THE CRAP OUT OF EVERYONE SO YEAH. I really hope you guys like this chapter, but I think it might irritate a few of you, so sorry. ;)_**

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><p><em>Chapter 21<em>

So _that's_ how all those chimeras got out of Oscorp.

Tony Stark could see the gigantic mass of discolored blobs making their way underneath the city. They were creeping along at an ominously slow pace, like a tsunami wave in the middle of the ocean that's completely undetectable. That is, until it's too late.

Without a word, Iron Man switched his repulsors to hyperdrive and rocketed down towards the scene below, where the chimeras were beginning to seep out of the sewers and onto the streets. Peter sprang off the building close behind, firing off a few web strands to cushion his landing.

"Oh no," Peter breathed, rolling along the ground before stopping in a low crouch. A small herd had already begun to gather above the opening, and more and more were squeezing out as the seconds passed. The fact that they had managed to sneak this deep into the city, moving right under their feet, was incredibly unnerving. Tony cursed loudly, raising his arm forward.

"Damn_ freaks,"_ he spat, charging up his repulsors. "How many of you ugly bastards could there possibly _be?"_

Concussive energy pooled in the center of his palm, and with a sharp _ping,_ a brilliant blast of light fired from his hand and crashed into the center of the chimeras, causing them to fly backwards in a chorus of screeching and hissing. One of the creatures that came crawling out of the manhole was on fire.

"You keep those occupied," Stark told him, spinning back around. "I can see another hoard coming from back that way. I'll see if I can stop them." With that, he blasted off the ground and zipped around the corner, leaving Peter standing in the dark roadway alone.

_Score one for teamwork, _he thought with a snort, but decidedly turned to face his screeching enemies. Clenching up his fists, Spider-Man sprinted towards the teeming opening in the middle of the street. He sprang into the air, flipping a few times, then kicked the flaming chimera away from the hole, trying to ignore the screams of agony that tore from its throat. Its skin was melting off its bones. Steeling himself, Peter turned away from suffering creature and spotted the manhole cover lying on the sidewalk a short distance away from him. He aimed his wrist at it and shot a web-line from his web-shooters, which snaked across the street and grasped onto its metal surface. Peter whipped the covering towards himself and snatched it out of the air, but was then startled by his spidey sense ringing inside his head. He glanced over his shoulder, and found that another chimera was trying to crawl out of the sewers. It looked like some kind of fat amphibian-man thing, and its beady eyes leered into Peter's soul. It grappled at the street with its webbed fingers, trying to climb onto the road, but Peter wasn't going to allow that. Spider-Man jumped up and slammed his feet on top of the flabby creature, causing it grunt, but it didn't hardly move much. He hopped up and down on top of its head, trying to squish it back down the hole, but Peter didn't really weigh enough to do so. Growing irritated, he jumped off its head and punched it's slimy body downwards as hard as he could, feeling his fist sink deep into its rubbery skin. Well,_ that _did it. The frog-man gurgled in pain from the impact before its chubby form slipped back down, and moments after it had vanished into the dark abyss, a splash sounded from below, echoing off the damp walls dully. Peter stared down the crater uneasily, the disgustingly familiar stench of the sewers drifting up from the hole and causing him to wrinkle his nose, when he suddenly went rigid. As his vision adjusted to the darkness of the world below, he noticed that there were hundreds of pairs of eyes staring back at him from the within void, wide and fearful and oozing with bloodlust. A symphony of growling and shrieking boiled up from the writhing mass of deformed bodies, which was randomly punctuated by actual words that Peter chose to ignore.

Suddenly, a chimera popped out of the hole and screamed right in his face. Alarmed, Peter slammed the manhole cover right on top of it, sending the beast tumbling back down into the freakish hell it had come from. Then he slid the metal lid back over the opening, where it fit rather snugly. He had to keep them from getting onto the streets.

"Stark!" Peter yelled across the way, not looking up. "The manholes—we have to seal them up so the chimeras can't get out!"

When he didn't get an answer, he glanced over to where Iron Man had flown off to, and gasped. A huge group of cross-species mutations had come pouring around the corner, dripping with sewer water and baring their teeth. Tony was hovering above them, releasing an onslaught of firepower against his countless foes, but they continued to advance. Peter swore loudly, knowing he had to help him but feeling the manhole cover under his feet jump as the chimeras beneath it tried to escape. He webbed it to the street, hoping that that would hold them for the time being, then bolted towards the oncoming flood of jagged claws and hooked fangs.

_"Help!" _a terrified voice suddenly shouted from behind him, causing him to stop abruptly. "Help us! Please! Someone _help!"_

Spider-Man whirled around, and his eyes fell upon a group of teenagers who were running for their lives down the road. Their eyes were filled with terror and their arms were pumping violently at their sides. One of them was carrying a person who appeared injured. Chasing after them was a terrifyingly enormous mob of chimeras who were gaining on their vulnerable forms rather rapidly. Peter glanced over his shoulder, praying that Tony would be okay on his own, then dashed to the people's aid. Apparently these morons hadn't gotten the memo about _staying indoors. _His feet pounded against the pavement with an unnatural agility as his advanced muscles propelled his body forwards, eyes locked on the five targets ahead.

Just before he collided with the people on the ground, Spider-Man jumped sideways and landed against the wall on their left. With the world moving in slow motion around him, he fired both of his web-shooters at the same time, pressing down hard against his palms, which sent two strands of bio-cable zipping from his skin and latching onto the two men closest to him. In a split second, he detached these strands from his wrists, held onto them with his thumbs and forefingers, then shot a second pair of web-lines from his web-shooters, which snaked past the first two teens and grabbed onto the fellows on the far right side of the street, causing them to gasp. The urgency of the situation escalated as Peter realized that the two parties of chimeras—the mob to the south and the swarm that Stark was engaged with—were about to sandwich the terrified civilians in between. With all four web strands gripped firmly in his fists, Spider-Man whipped the fearful men off the ground and into the air, making them cry out in surprise. As they soared upwards, Peter flipped to the top of the building, bending his knees low against the sideways surface once they'd reached their peaks, then sprang off the wall towards their falling forms. With a quartet of sequential _thuds, _Peter tackled the teenagers as they tumbled through the air, sending all six of them rolling across the roof of the building on the opposite side of the street. Spider-Man slid against the concrete surface, feeling the rough texture scrape across his skin, before finally coming to a stop. The insanity took a moment to subside, and once the fact that they all weren't dead had settled, they sprawled across the rooftop, chests heaving up and down as they fought to catch their breaths and wide eyes staring blankly at the dark sky above. Peter sat up slowly, shaking his head a bit, then looked over at the five figures lying in messy heaps beside him, his palms flat against the rooftop.

"Are you all okay?" he asked unsteadily, relieved as they began to rise as well, groaning and mumbling and breathing in ragged gulps of air. One of them was still collapsed face-down, however, and the guy who had been carrying him scrambled to his side.

"Al!" the teenager cried, rolling him over and lifting up his head. "Hey, Al! Are you alright?"

The boy's eyes were shut tight in agony, and he moaned between his teeth. Peter crawled up beside the two of them.

"What happened to him?" he asked carefully, crouching next to the pale teen lying in the other guy's arms.

"One of those things bit him," he answered with a shaky tone to his voice. He slowly lifted up the boy's shirt, which Peter realized was stained red, revealing the terrible wound underneath. A deep, jagged opening was torn through the flesh of his stomach, causing Peter to grimace. The boy needed serious medical attention, _fast._

"Alphonse! _Answer _me, dammit!" He whipped around to face Peter, becoming frantic. "Hey. You're Spider-Man, right? You save people. Please, save my brother's life! He's not moving! Is he dead? Please, _help him!"_

Peter felt terror rise into his throat. He was in no way trained to handle something like this, what with his only knowledge of the medical field being the scattered facts his aunt had shared with him about her nursing job every now and then. But from what he could see, the boy was definitely in danger of bleeding to death. He swallowed strenuously, teeth gritted. "Don't yell so loud," Peter told him quietly, trying to stay calm. "He's—he's breathing. He's alive, for the moment. But he needs help from a doctor as soon as possible. We don't have much time."

Just then, Tony Stark came flying up from the horrible scene below, landing on the roof and causing the other teens to flinch away in fear. He shook his head from side to side, placing a hand on his hip.

"It's no use," he sighed, his voice edgy and muffled. "There's too many of them. They just keep coming and coming. We need the others." He noticed the limp boy lying beside Peter. His mask flipped off his face. "Hey, what's wrong with the kid?"

"He was bitten by a chimera," Peter informed him, the words feeling like poison in his mouth. "He's going to die if he doesn't get help."

Stark knelt down beside him and rolled up his shirt, his brow narrowing deeply. "Damn," he hissed upon seeing the gory wound. He stared at it for a moment longer, then set his jaw."It's not deep enough to have caused any internal damage, but the blood loss alone could kill him." He pressed his metal fingers around the injury, causing the boy to cry out in pain. "There's a large chunk of flesh missing, which means we can't stitch it back together." There was a pause as he pondered what to do, well-aware of how desperate their situation was and how bad of shape the teen was in. Finally, he let out a begrudging sigh. "The way I see it, our best option to stop the bleeding is to cauterize the wound."

Peter went stiff upon hearing that, his lips parting slightly in disbelief, but the injured boy's brother beat him to it.

"You mean you're going to _burn _his wound shut?" he practically spat, wrapping his arms around him defensively. "You can't do that! He'll die from the pain!"

"He'll black out before he dies from it!" Tony insisted earnestly. "And it's the only chance he has. Tell me, do you want me to do what I have to do to save his life, or do you want me to do nothing and let him _die?"_

A terrified glint entered the boy's eyes, and he stared down at his brother's sickly face with a look of dread. Peter felt awful for the young man as he realized what a terrible decision he was being faced with, when a metal hand suddenly laid on his shoulder, and he glanced up.

"Spidey, I got this. You've got to go tell the others what's happening here. _Now."_

Peter was taken back. "What?" he said abruptly, rising to his feet. "No. I'm not just going to leave you all here like this. Not now."

"No, that's _exactly_ what you're going to do," Stark stated adamantly. "The chimeras are in the center of the city, Pete. We need the Avengers here, defending home, not out fighting along the perimeter. And there's no way we can defeat all of these things on our own."

Peter balled his fists at his sides. "I can't just abandon you all here! I'm not going anywhere!"

"You're not any help just standing there like a useless idiot, or trying to fight those freaks all alone," Stark snapped, glaring at him fiercely, "and neither are the others where they are right now. So, just to make things clear, I'm not asking, I am _ordering _you, Peter, to go _right now_ and get the rest of the Avengers and bring them here before more people end up like this guy, or worse. Got that? _Right. Now."_

Spider-Man gritted his teeth behind his mask as he fought to conjure up some other excuse, but he knew he was only kidding himself. As much as hated to admit it, Stark was right—they needed the others if they wanted any chance to stop this invasion from getting worse. His presence here wouldn't do them any good. They needed the numbers. The casualties were surely piling up by the second. If the chimeras were moving through the sewers, just as Doc Connors had as the Lizard, that meant that they could escape through any sort of plumbing, which meant that no one, not even the people hiding indoors, were safe anymore. Peter stared down at the injured teen, who was breathing weakly in his brother's arms, then released a slow, defeated sigh.

"Fine," he muttered, turning around with his fists still clenched, "I'll go." Peter marched over to the edge of the rooftop, his feet barely peeking over the side. "But you guys better still be alive when I get back, alright?"

Stark alit a small blown torch from the tip of his finger. "Will do, Spidey. Now shoo shoo."

The dense sea of chimeras below swarmed through the streets, screeching in deranged insanity. The manhole cover he had sealed shut had by now been breached, and even more creatures were bleeding from that opening as well. He swallowed nervously as he watched them skitter out like fire ants from a hill, then glanced over his shoulder once more. When he saw that Tony was moving the flame toward the boy's injury, however, he quickly turned away again, his face growing hot. He couldn't bring himself to watch.

"I'll be back ASAP," he murmured quietly, and with a steadying breath, Peter leapt off the roof and fired a web at the building on his right, whipping around it with fantastic speed. He flew high above the infested world below, watching the chimeras scurry far underfoot, and made sure to swing out of range of their slashing talons and foaming jaws. He jolted midair when a bloodcurdling scream suddenly met his ears, and he realized that it was probably the result of Stark tending to the injured teen's wound. The sound sent shudders down Peter's spine and caused his heart to ache with guilt, but he didn't turn back. He had his own mission to worry about.

Webbing zipped from his wrists as he sped down the street. He somersaulted sideways, sprinted across the wall of a police station for a short distance, then leapt forward and rounded the corner on a single web strand. Just a few more blocks east, and he'd be there. Or wait, was it west? Should he have made that turn back there? Or was it this one? Peter rolled through the air and landed on a flagpole, his sticky fingers curling around its skinny shape. He breathed slowly for a moment, listening to the star-spangled banner snap in the icy wind above his head, then stared around, trying to gain his bearings. This street looked familiar. Yes, this was the way he and Stark had come from. The others were just down that road, behind that fat building. Far in the distance, through the blanket of night, he swore he could see the peak of the Oscorp tower. To be certain, Spider-Man closed his eyes and focused his highly sensitive ears in that direction. The sounds of a battle raging on came flooding upon him: bodies crunching, fists pounding, arrows flying, the Hulk roaring furiously, and the strangled shrieks of chimeras in agony. He crawled higher up the pole and crouched low against its surface, preparing to launch off towards his comrades and deliver them the alarming news, when Peter's spidey sense suddenly buzzed in his skull. He glanced to the left, where he found what appeared to be an apartment complex. A rooftop pool was installed into the penthouse floor, which glowed a mystic blue through the darkness. A young boy was sitting poolside playing with some toys, seeing that it was much too cold to get in the water, but nonetheless enjoying himself. He couldn't have been more than six years old. And climbing up the wall of the building and onto the roof was an enormous chimera, its thick tail thrashing from side to side and its claws digging into the brick. The boy was completely unaware of the beast as it crawled up behind him and barred its hideous fangs. Peter flung himself towards the rooftop.

"Gangway!" he yelled boisterously, firing a web and sticking his legs out in front of his body. Spider-Man slammed his feet into the chimera's ribs and sent it flying sideways before swinging low, reaching down, and scooping the boy right off the roof. The boy yelped in surprise from the sudden impact and dropped his toys as Peter spun through the air and landed against the wall, sticking there with his free hand holding them in place. The chimera roared as it crashed through the glass walls surrounding the rooftop and went flying off the edge, clearly upset that its meal had been apprehended. Sighing with relief, Peter looked down at the kid he held, who was squirming and crying.

"Help!" he screamed, kicking his feet. "Mommy! Daddy! _Help!"_

"Hey, it's okay," Peter told him gently, trying to keep him from wriggling out of his grip. "It's okay. Just relax." He glanced down at the ground and noticed one of the kid's toys lying there, so he fired a web-line from his wrist that snatched it up and into his hand. He was surprised to see that it was a Spider-Man action figure, although it was McDonald's-happy-meal quality. He held it up in front of him.

"Look. Is this yours?" he asked. The terrified kid's eyes were wet with tears and his cheeks were flushed red, but he took notice of the toy and blinked. He sniffled a little bit, wiping his nose, then lifted his gaze to look up at Spider-Man.

"Yes."

Peter smiled. "Here. Take it."

After a moment of hesitation, the kid slowly reached out and took the toy from him.

"Sorry for the scare, buddy. I was just trying to keep you safe from that thing."

The boy's eyes switched between Peter, the action figure, and then back to Peter. He could see the wheel's turning in his head as his eyebrows narrowed together and his lower lip stuck out. He stared at him a moment longer, then finally spoke.

"Are…is this you?" he asked quietly, his small fingers clutching tight to the toy. Peter chuckled slightly and nodded.

"Yeah. That's me." He shifted the boy more comfortably into the crook of his arm. "What's your name?"

The fear in his eyes faded a bit. "Dawson."

Peter gave him a light pat on the back. "Nice to meet you, Dawson. I'm Spider-Man."

A genuine smile spread across Dawson's face, and Peter couldn't help but return it. No matter how many encounters like this he had, the sincerity of kids never ceased to amaze him.

"Daddy told me you left."

A tinge of guilt pricked him upon hearing that.

"He said you had to leave, and that you weren't coming back," he explained. "I was…really sad. I was scared that I'd never see you saving people anymore." Then he grinned. "But you came back! I knew he was just kidding. I knew you wouldn't leave us." He gazed up at him, his eyes sparkling with joy. "Thank you for coming back!"

Spider-Man hadn't considered how his presumed death might have affected the citizens of New York, not to mention all the little kids who looked up to him. Despite being accused by the media as a menace, despite the fact that all of his endeavors to protect the city always seemed to end in failure, Spider-Man had been branded with the title of a hero, even being called a beacon of hope for the city, and he had to own up to that. He couldn't just hide behind a lie to keep undesired eyes from tracking his movements. Granted, his sick days spent in Stark Tower couldn't have been helped, but choosing to keep his miraculous survival a secret from the public had been selfish. Whether he liked it or not, there were lots of kids out there like Dawson who depended on him. He'd keep fighting, for their sake.

Peter ruffled Dawson's hair. "No, kid. Thank _you."_

"Dawson?" a woman's voice suddenly cried out. "Dawson, are you okay?"

"You alright, bud?" another called, this one more masculine. The doors that led inside the penthouse opened up from underneath them, and Peter saw the tops of two heads come into view. As soon as they stepped onto the empty rooftop, they both gasped.

"W-where is he?" the woman screamed, cupping her hands over her mouth. She glanced left and right, but her son was nowhere to be found. "Dawson? _Dawson! _Where are you?"

"I'm up here, mommy!" Dawson yelled down to them, waving his arms around and causing Peter to stiffen. The boy's parents whirled around in unison, their muscles tight, until both of their gazes slowly rose to find their son in the arms of a certain masked vigilante, who was sticking to the wall about ten feet above their heads. Their eyes went wide.

"Well, this is kinda awkward…" Peter murmured, although he couldn't help but grin when he saw how proud Dawson looked as he beamed down at his parents, smiling from ear to ear. The two of them, however, did not look so pleased.

"Spider-Man?" the father said, gaping in dim confusion. "What on Earth? Aren't you supposed to be...?"

"What do you think you're doing with my son?" his mom yelled, pointing up at him threateningly. "Put him down right now! Or I'll—I'll call the police!"

Peter swallowed uneasily. "Please don't shout," he asked with a pleading tone, crawling slowly down the wall with the kid in hand. _And that wouldn't work anyway. _"I was just trying to protect him from—"

Just then, the chimera slithered back on top of the roof, its thick claws digging into the stonework and its eyes thirsting for revenge. Peter gasped out loud as it crept up behind the furious parents, and he knew he had to act fast.

"Look out!" he cried, dropping from the wall and placing Dawson on the ground hastily. A startled expression spread across both the parents' faces as Peter sprinted straight towards them. The chimera lunged at the back of their heads, but Spider-Man was faster. He leapt between them and tackled the beast's thick body just before it reached their ignorant forms, inciting a roar to escape the creature. The two slammed into the ground, skidding for a moment, right as the parents spun around to discover the horrifying beast that had nearly killed them all. The mother screamed, the dad gawked, and their son stood awe-stricken as they all watched skinny little Spider-Man take on the enormous monster. The chimera bellowed in rage and dug its claws into Spider-Man's back, causing him to cry out in pain. It grabbed him up in its huge fist and flung him like a rag doll, which sent him careening into the brick wall. His body left a crack in its surface, and he slid to the ground, groaning. The blurry family stared down at him in terror.

"G-get inside," he ordered them, taking a moment to rise to his feet. He jabbed his finger behind his shoulder indignantly. "All of you, now! Go!"

They didn't need to be told twice. The dad gathered up his son and wife and dragged all three of them into the house, leaving just Spidey and the chimera together on the rooftop. Peter stumbled forwards, breathing heavily.

The chimera had a startlingly close resemblance to the Lizard, which gave Peter chills. Its muscly body towered over his six-foot self, and its skin looked thick and impenetrable. Triangular scales jutted out of its spine from the back of its head all the way until the very tip of its trunk-like tail, which dragged across the floor as it slunk about. Its hands and feet were webbed and armed with menacing claws, and its skin was scaly and grayish-brown. The reptilian eyes now set high into its head leered clean through Peter's reflective lenses, and its mouth had been elongated into a pair of enormous jaws, where blood-stained teeth peeked out from behind its lips. Somehow, this one seemed different from the others—stronger, larger, and its body and mind much more overcome by the animal it had been mixed with. It was a cross-species between a man and an alligator, and it looked hungry for a Spidey-sized side dish. Peter crouched low to the ground, grinning nervously behind his mask.

"Come on, ugly," he taunted, flipping back onto the wall. "I don't have time to play right now."

The chimera shrieked viciously and charged forward, running much faster than Peter expected it to. Just to add to his disbelief, the creature began crawling right up the wall after him with no trouble whatsoever. Peter scrambled backwards in surprise then sprang forwards, rolling along the ground and glancing up.

"Since when can alligators climb things?" he whined, crossing his arms. "I think Animal Planet has been lying to me all these years. And hey, wall-crawling is my shtick! You start shooting webs from your wrists and I'll sue!"

Roaring in frustration, the chimera leapt off the wall and landed roughly on the roof, and Spidey sprang to the right just before it squished him. All jokes aside, he had to end this, and _fast._ The family inside needed to be safe, and he had to tell the others to go help Stark downtown. Spider-Man shot webbing into the chimera's eyes before bolting towards him and landing a punch against his plated stomach. The creature growled furiously and slashed about blindly with its claws, but Peter was too quick for him. He dropped low to the ground and swung his calves against its thick ankles, causing it to stumble, before zipping between its legs and jumping onto its back, which he clung onto for dear life. The chimera ripped the webbing from its eyes, screeching, then tried to snatch the finicky spider off its back. Spidey ducked and dodged as the clawed hands made a grab for him, his strong arms wrapped tight around the beast's throat, until the alligator finally got smart. A horrible pain suddenly stabbed into his forearms as the creature dug its claws into his flesh, and Peter released his grip with a yelp. He rolled off the scaly back and landed in a crouch, rubbing at his bleeding arms crossly.

"Geez, bro. Two words: _n__ail clippers."_

The chimera spun around, its beady eyes soulless and vicious. Without a moment of hesitation, it darted forward and leapt at his small form, and he jumped into the air. Peter pushed off its ugly mug with his feet, then spun his body and connected his heel with the creature's cheek. The impact was powerful, but not enough. Recovering quickly, the chimera lashed at him with a snap of its jaws that rang in Peter's ears. The jagged set of pink teeth narrowly missed his leg, which would've torn his flesh to bits. Spidey dropped to the floor and backflipped to avoid being gator grub, becoming increasingly impatient.

"I don't have all damn night," he growled, and dashed at him once more. With a yell, Peter uppercutted the chimera in the jaw, hearing a violent _crack _vibrate against his fist, then felt a claw rake across his shoulder and send him flying sideways. He landed roughly against the floor but was up in an instant, flipping to the left and kicking the creature in the leg. It roared and slashed at him, limping a bit, and he rolled out of the way. Peter jumped and spun at the same time, jabbing his heel against the chimera's chin, when his spidey sense suddenly rang inside his skull. Spider-Man turned his head to see a humongous tail flying straight towards him. In an attempt to avoid it, he twisted his body in the air, but the tail swung low and met him after gravity had taken its cruel effect. With a grunt, the tail slammed into his gut and sent him flying backwards. He expected to crash into the unforgiving concrete yet again_, _but what happened instead was _so_ much worse.

To his horror, Spider-Man flew back and dropped right into the pool with a painful _splash_. His gasp of shock was quickly transformed into a choked gurgle as he sunk deep into the freezing water. Upon impact, his muscles instantly froze up and the icy liquid penetrated his spidey suit, soaking him to the bone. He had never been so cold before in his life. But, coming to his senses, he forced his stiff arms to sweep through the water and propel him toward the surface. Just before he could reach it, however, a shadow descended over him, and his eyes went wide.

The alligator chimera suddenly crashed into the water in an explosion of bubbles and landed right on top of Spider-Man, roaring into his face. Peter's heart nearly leapt out of his chest, and he tried to kick the beast off of him, but to no avail. A claw ripped through the skin of his forehead and grabbed onto shoulders, but he wrenched away and swam sideways like a madman, kicking off the creature frantically. He made a grab for the side of the pool, but an arm wrapped around his torso and pulled him back, making him gurgle in surprise. His spidey sense buzzed as a pair of jaws snapped by his ear, which he barely dodged with a jerk of his head, but the creature still had him. The ends of the chimera's claws dug into his belly before he finally managed to squirm free, and a sudden fear began to well inside him. This was not his turf anymore. The difference between a spider's and an alligator's mobility and deadliness in the water was drastically uneven. He was at the disadvantage.

Peter spun through the water as he flew sideways, his limbs flailing a bit before he came to a slow drift. He opened his eyes behind his mask, his vision burry and unfocused, but adequate enough to take in the dark form rocketing towards him with its tail scissoring powerfully behind its body. Spider-Man yelped in terror and whirled around. Dropping low, Peter pushed off the bottom with all his spidey strength and zipped towards the surface. The shimmery escape was so tantalizingly close, so beckoning to burst free from. But just inches before his fingers could poke into the outside world, a clawed hand grabbed onto his foot and refused to let go. Peter kicked his legs and flailed his arms, but it was useless. With one quick yank, Spider-Man was dragged back down deep into the frigid waters, his hands grappling at the empty space in front of him. The alligator chimera suddenly seized him by the throat and slammed him against the bottom of the pool, causing his ears to pop and his head to whip backwards painfully. Peter squirmed and kicked and fought to break free of the claws coiled around his neck, but even when he felt the beast's fingers snap underneath his own, they did not release him. Screeching into his face, the chimera slammed its feet down against Spider-Man's legs, trapping him firmly against the bottom of the pool. At that moment, an unsurpassed panic suddenly boiled up inside him. He needed air. He _needed _air. He was going to die if he didn't get air _right now. _His starved lungs burned inside his chest, and he let out a gasp, but that only made things worse as his throat flooded with water. Peter thrashed left and right as a last ditch-effort to escape, his screaming muffled, but all his energy was gone. Black dots began to invade his eyes, and he felt his body begin to shut down.

_No! _he thought desperately as the grip around his neck tightened. _Help! Please! Someone…help…_

He needed air, but he couldn't get it. The surface high above glittered beckoningly. Consciousness began to fade into nonexistence.

_SPLASH!_

_Huh…?_

_BANG. BANG. BANG._

A figure had jumped into the water, followed by the popping of gunfire that sounded distant to Peter. A roar gurgled out from the chimera as trails of blood snaked from its head, and the iron grip once seizing Peter's throat suddenly went slack. Before Spider-Man's dazed mind could even comprehend what was happening, a dark form had fallen over him, and a pair of arms wrapped around his body. With a kick off the bottom, the figure dragged Spider-Man upwards and burst from the water's surface before lugging him to the edge of the pool.

"Help him out," the man told his wife breathlessly. She rushed over to the two of them and wrapped her arms underneath Spider-Man's armpits, then lifted him out of the pool and laid his limp body on the ground. The father pulled himself out of the pool close behind, flung the gun out of the way, and unzipped his wet suit with haste.

"Is he dead?" Dawson asked fearfully from the doorway, his fists covering his mouth.

Peter let out a strangled moan. Perking up at the sound, the woman sat down beside him quickly. Her husband joined her moments later, shivering a bit in the icy wind. With urgency in his movements, the man laid his hands against Spider-Man's chest and delivered one sharp press with the heels of his wrists, which forced the water out of his lungs. Peter choked, then hacked, until finally he sprung back to life, and his eyes popped open before his body was racked into a violent coughing fit. Pool water gurgled out of his throat with every painful cough, and he rolled onto his stomach, pulling his mask up past his nose and balling his fists against the ground as he fought to breathe. The couple jumped back in surprise, then sighed in relief as the life was restored to the skinny hero. The feeling of frigid air finally entering his exhausted lungs was the most glorious pain Peter could imagine, and he had to force himself to slow his breathing down as he gulped the wonderful oxygen into his system. He was _alive. _He hadn't drowned. But…how? As his agonized coughing slowly began to lessen in intensity, he felt someone pat him on the back, which startled him at first. But once he found the touch to be gentle and comforting, he relaxed slightly, although his muscles were still terribly stiff.

"Are you alright, Spider-Man?" a deep voice asked him from above. He blinked a few times, not sure how to answer, and unable to speak as he sucked air through his mouth in ragged gasps.

"Calm down, take slow breaths," the woman instructed him sternly. "Are—are you okay?"

Peter sat on his hands and knees, a feeling of deja vu becoming apparent to him as his chest heaved mightily, until he finally managed to form his painful gasping into words.

"Y-yeah…I'm okay." He coughed into the ground, spitting up more water. "You all…?"

"We're fine, thanks to you," the husband said gratefully, kneeling down beside him. "Although I think we can call it even between us, since I jumped in and saved you from that thing."

_Oh, _Peter thought hazily, _that's how._

He shook his head disapprovingly. "Shouldn't…have. T-told you to wait inside."

The man laughed out loud. "Don't you be going trying to order this old veteran around, even if you are that famous spider guy." He rubbed at his chin and squinted a bit. "But…I thought Spider-Man was killed by that freaky green thing."

Peter chuckled weakly. "Yeah. Sorry for the confusion. My d-death was a bit…exaggerated."

Dawson's father smiled. "Well, I'm glad. This city has missed you. Especially my boy." Then he smirked. "Although, if pulling stunts like this is a regular thing for you, I can't vouch for how long you'll be sticking around."

Peter snorted at that, but a furious voice suddenly interrupted their banter.

"Would you stop joking about this?" the woman scoffed, her hands on her hips. "This guy nearly got himself killed trying to protect us, and you could've died jumping in after that thing! I swear, you all are going to give me a damn heart attack!" Shaking her head, she stooped down beside him, her eyes full of concern. "How badly are you injured?"

_Pretty bad, _Peter thought as the claw marks scored across his body burned like fire in the icy breeze, but he forced a cheerful tone into his voice.

"Nothing m-major," he assured her unconvincingly. He tried to move his limbs and rise to his feet just to prove his point, but his whole body felt numb. The freezing water seemed to have sapped all the heat from his bones, and the sopping fabric clinging to his skin made it that much worse. His muscles felt frozen stiff. This was most definitely _not _the time of year to be taking a swim. A frigid gust of wind suddenly whipped past all of them, buffeting their hunched forms and sending shivers quaking across Peter's wet skin and aching body.

"Don't lie to me," she snapped, eyeing the deep gouges slashed through his back. "You're hurt. You need a doctor, and to get out of this cold weather." Without asking his permission, the woman snaked her arm around his midsection, despite the fact that he was soaked, and began to help him stand up.

"Let me help!" an excited voice suddenly exclaimed. Dawson came running out of the apartment, dressed in a miniature doctor's outfit with a plastic first-aid kit in hand. He sprinted to his side, panting loudly, and wrapped his arm around Peter's back as well, although he was hardly tall enough to reach. His mother gave him a fierce look, but Peter only chuckled between his chattering teeth.

"Thanks, Dawson," he told him, finally rising to his feet. "Both of you. I'm g-grateful for the help. But I don't have time for a p-patch job. I have to go help the others. They're fighting the rest of these things."

A pair of hands suddenly pushed him forwards from behind, forcing his rigid legs to move. "Don't give me any of that crap," the man said smugly as the family led him inside. "What are you going to do in your condition? Do that little web-slingy thing you do and try to fight more of those freaks? You'll only injure yourself more, or worse. That or succumb to hypothermia."

As Peter unwillingly entered the house, the rush of warm air against his shivering body felt heavenly. Despite this, he gritted his teeth behind his mask. "You don't understand. My teammates c-could be dying right now, along with hundreds of others. I have to go help them."

"You can go help them in just a little bit," Dawson's mother assured him, shutting the door after everyone had come inside. "But first, you're going to let us help _you._ You really need to go to the hospital, but since you're clearly too stubborn to let us take you there, we'll make do with what we have here."

A shivery Spidey was led over to a fancy-looking couch in the center of the room. The two laid him down on the plush cushions even though he was soaking wet and bleeding profusely. Despite his efforts to stop it, he continued to tremble violently, and his body was, once again, fighting to heal the plethora of gashes and claw marks striped across his flesh, along with his previous injuries which he had yet to fully recover from.

"Here," Dawson's father said, coming out of the laundry room with a stack of towels in his arms. He placed them on the coffee table as his wife took one and spread it over Peter's shivering form. It was warm and soft, like it had just been taken out of the dryer, and he wrapped it around himself tightly, trying to absorb as much of the heat as possible.

"Thanks," he told them, feeling a bit out of place in their luxuriously decorated home, especially considering his ridiculous attire and the fact that he was leaving bloodstains all over their lovely couch. The woman smiled at him, then she and her husband disappeared down the hall to retrieve the first aid kit. Peter watched them go, and after a moment of deliberation, he released a shaky sigh of defeat, and decided begrudgingly to stick around for a couple minutes just to catch a quick breather. Then he'd ditch this place to deliver the message and jump back into the bloodbath.

Just then, a small blonde kid popped up right in front of his face, making him jump with a start.

"Hello, Mr. Spider-Man," Dawson said, trying to sound professional despite the giddiness to his tone. "It appears you need a doctor. Lucky for you, I am the best doctor in the world."

The boy was still donning the fun-sized scrubs, along with a pair of rubber gloves. He grinned up at him, waiting for a response. Peter took a moment to pick up on the game.

"Oh," he replied, laughing slightly, "I see. Well, ahem, _Dr. Dawson,_ it does seem that I'm feeling a bit under the weather. What would you recommend?"

Dawson pulled a stethoscope out from underneath his shirt collar. "Let me give you a check-up to make sure you're healthy," he told him confidently. He stuck the headset into his ears, moved the towel out of the way, then gently laid the the cold instrument against Spider-Man's marred chest, and he bit his tongue to keep from whimpering. Dawson moved it around a bit, pretending to be listening intently, then nodded.

"I can hear your heart beating," he assured him, wrapping the stethoscope up in a tangled mess.

Peter sighed heavily. "Well that's a relief."

"Now we have to test your strength," he explained, crawling onto the couch beside him. "Since you're a superhero, you have to be strong! So, to make sure you are super strong, the doctor asks you to pick him up to." With that, Dawson held out his arms and stared up at him expectantly.

Peter chuckled with amusement. "Alright, if the doctor insists," he said, and despite the agony it caused him, Peter scooped the boy into his arms and held him way high up. Dawson giggled with joy, kicking his feet and balling his small hands into fists.

"You think that's fun?" Peter asked him, a playfully sinister tone entering his voice. "Well how about _this?"_ Spider-Man threw him high into the air, making the kid's head almost touch the ceiling. Dawson shrieked with laughter, his eyes wide and his limbs flailing, until Peter caught him on his way back down. He knew he should probably be resting, seeing as his deep scratches were screaming with every movement, but the pain was worth seeing that giant smile spread across the little kid's beaming face. He'd never realized just how much he loved children until now.

"Again!" Dawson demanded, holding out his arms pleadingly. Peter ruffled the boy's messy hair.

"Maybe later," he told him, not wanting to accidentally drop the kid if his stiff muscles didn't respond properly. Or, you know, send him flying through the roof. "Is there anything else Spidey needs to get checked?"

He pouted disappointedly for a moment, staring at the floor with his arms loose at his sides. Then, just as instantly, the boy's face suddenly brightened.

"Your Spider-Man powers have to be tested too!" he insisted, scrambling off the couch and grabbing him by the hand. Peter laughed lightly, gritting his teeth as the energetic kid pulled him to his feet, and allowed himself to be dragged across the room and over to the wall. "Here—test to make sure you can still climb things!"

"You're a demanding little tike, aren't you?" Peter noted amusedly, but went ahead and laid his palms flat against the wall. The sticky fibers on his fingertips gripped tightly to the smooth surface, and he crawled up the wall with ease, inducing an excited gasp from the boy below.

_"Whoa!"_ he exclaimed, dashing back and forth across the floor restlessly. "They're working! Look how high you are! _Whoa!"_

Spider-Man crept all the way up the wall and onto the ceiling, stopping in the center in a crouched position, then stared down at the gaping boy with a smile on his face. The kid looked completely star-struck, and he wondered if that's what he had looked like when he had met Tony Stark for the first time. He seriously hoped not.

"Can you teach me how to climb walls?" Dawson begged, his hands clasped together. Peter chuckled and shook his head.

"Afraid not, bud," he told him regrettably. Spider-Man aimed his wrist between his feet and fired a strand of webbing from his web-shooter, then slowly began to descend from the ceiling on the single thread until he sat just above Dawson's head. "It's not something that can be taught. It's just a power that I have. Like how, you know, caterpillars have the power to turn into butterflies, and plants have the power to make their own food. Get it?"

"Oh," Dawson answered, lowering his head. "I get it." That look of utter disappointment blanketed his face once more, and his shoulders slumped pathetically. Peter cocked his head to the side, wondering how he could cheer him up, and an idea quickly came to him.

"Well…" he mused, pretending to be in deep thought, "I can't make you climb walls. But there is a way I can make you feel what it's like to be Spider-Man, if only for a little bit."

Dawson perked up instantly. "Really?" he asked, his eyes wide. "How?"

In response, Peter pressed down on his palm gently and shot a web-line from his web-shooter, which stuck onto Dawson's back. The boy gasped in surprise, and with a chuckle, Peter crawled back up his web, bringing Dawson with him, and stuck the end of the web that was attached to Dawson onto the ceiling. The boy now dangled high above the ground on the web strand, laughing jubilantly and flapping his arms.

"Holy cow!" he yelled as he stared down at the floor. "Now_ I'm_ super high up!"

Peter descended beside him on his own bio-cable. "I'm impressed, Spider-Dawson," he told him, injecting his voice with enthusiasm. "Most kids would be scared to be so high in the air."

Dawson placed his hands on his hips. "Not me! Nothing scares Spider-Dawson!"

Peter gave the kid a gentle push with his foot so that he swung slightly from side to side. "Not even a little scared?" he asked him, but the motion only led to Dawson giggling excessively and hugging his tummy, which contagiously led to Peter laughing. How bizarre it was that the world outside was at war, yet here Spider-Man was, having the most fun he'd had in awhile with some random kid on the ceiling. He wondered if this was what it was like to have a little brother. In that moment, he forgot all about the duty he had to the Avengers and the city, and wished it could stay that way.

"I've got the alcohol," a woman's voice suddenly called, and he glanced down to see her coming around the corner, "darling, do you have the—?" she began, then stopped when she walked into an empty living room, blinking in confusion. "Wait…where did they…?"

"Up here!" Dawson hollered from above, who was spinning in circles on his web and giggling uncontrollably. His mother glanced up in alarm, her hand over her chest.

"Dear Lord…" she began to say, then shifted her gaze over to Spider-Man, who was hanging from the ceiling beside her son and swaying a bit. Upon seeing the shock on her face, he laughed sheepishly, rubbing the back of his neck.

"Dr. Dawson was testing to make sure my spidey powers still worked," he tried to explain, stopping the spinning kid with his foot.

"That's Dr. _Spider-_Dawson to you!" he corrected him with a wide grin on his face. "And according to my professional opinion, they are working just fine!"

The boy's father joined them a moment later, and to Peter's surprise, he laughed out loud when he saw the two boys hanging from the ceiling. "I'd say you're more of a circus clown than a doctor, buddy," he told him as he carried the hefty first-aid kit that was on his shoulder into the room and set it on the floor. His wife, however, did not appear as amused.

"That looks dangerous," she told them, crossing her arms. "And what do you think you're doing, Spider-Man? You should be lying down. For heaven's sake, look at you—you're dripping blood onto the carpet!"

It was then that Peter noticed the drops of blood seeping from his wounds and leaving flecks of red on the floor far beneath him. "Oh," he said surprisedly, blinking his eyes behind his mask. "I…sorry about that, ma'am. I didn't mean to—"

"Please don't call me ma'am," she groaned, placing the bottle of alcohol on the coffee table. "You're making me feel like an old lady. I'm Judith Stevens, but please just call me Judith."

"And I'm Marcus Stevens," her husband added.

"And don't worry about the carpet," she continued as she stared up at them. "That's the least of my concerns. Just get back down here so we can fix you up."

Peter nodded obediently, slightly impressed that they were so unfazed by his rather infamous reputation as Spider-Man that they were perfectly fine with ordering him around. He wasn't sure if he should take that as a comfort or an insult. Seeing that they were living in a penthouse with a rooftop pool, it was safe to assume that they were relatively wealthy, so maybe they were used to being around celebrities (if that's what you'd call him) and weren't easily intimidated. Whatever their reasonings, it was a pleasant change from his commonplace civilian encounters, and he appreciated the feeling of being treated like a regular human being instead of some kind of immaterial superstar. With careful movements, Peter crawled over to a dangling Dawson, plucked his giggly form from his perch, and descended back down to the floor. He placed Dawson on the ground, giving his hair a ruffle, until Mr. Stevens pushed him back onto the couch rather roughly, causing him to stumble in surprise.

"Now, you're going to lie here like a good little hero and let me clean your wounds," he told him, sitting at his side and pouring some alcohol on a cloth.

"And you're going to let me bandage you up when he's finished," his wife followed as she unwound a roll of gauze, "alright?"

The man pressed him flat against the couch, making him wince. "You're not really giving me a choice here," Peter murmured, but went ahead and laid on his tummy with his arms crossed under his head. "Just make it quick."

"We'll try," Mr. Stevens said amusedly, and began wiping the deep claw marks that decorated the skinny hero's back with the saturated cloth. He couldn't suppress the groans of pain that crept into his throat as the alcohol seeped into his flesh and stung like hell, and he clenched his fists tightly. Mr. Stevens continued to dress his wounds without mercy, however, obviously accustomed to dealing with gore from his time spent in the military.

"Oh, don't be such a baby," he told him, although the concern in his eyes betrayed his words. The slices in the vigilante's skin were terribly jagged and deep, and despite the fact that they were already trying to close up, they really needed some stitches to heal properly. He noticed that the array of cuts on his body criss-crossed over each other, as if he had only recently recovered from old injuries. This guy had obviously been through a lot.

"What exactly was that thing I shot out there?" he asked him quietly, dabbing at the puncture wounds on his arms. "We heard the news that there was some kind of attack on New York and that we should all stay inside, but I didn't know it was by a bunch of freakish monsters."

"And how many more of them are there?" his wife added, proceeding to bind his forearm in gauze.

Peter sat silently for a moment, pondering his words. "It was a cross-species," he finally replied, his eyes shut tight in agony, "created by Oscorp in their attempts to create some kind of super-soldiers. As you can tell, however, they only ended up turning a bunch of people into hundreds of mindless murdering machines."

"And you're going to try to fight all of them?" Mrs. Stevens inquired with fear in her voice.

Spider-Man shrugged passively. "That's the plan."

A hand grabbed onto his shoulder and turned him forcefully on to his back, making him grimace feebly. Dumping more alcohol onto the rag, Mr. Stevens continued by cleaning the cuts on his belly, and Peter gritted his teeth.

"You're going to get yourself killed," he said coldly, sliding the rag between the tears in his damp Spider-Man suit.

"Heard that one before," Peter chuckled strenuously as his fingers dug into the couch cushions. "Don't worry about me. I'll be fine. I've cheated death once already, so I'm pretty sure I can handle anything else." He turned his head to look over at Dawson, who was sitting on the floor wrestling with the webbing that was still stuck to the back of his shirt while giggling. "You just worry about keeping yourselves and your son safe. These things are dangerous, and I don't want him or anyone else getting hurt. He's a good kid."

Mr. Stevens smiled. "He is, isn't he?" he agreed, swabbing the claw marks on his ankles. "Don't you be worrying about us. I'll make sure he's safe." Then, eyeing his son who was rolling across the floor, a smirk suddenly played across his lips. "It's too bad you're a infamous vigilante, Spider-Man. You'd make a good babysitter for us on the weekends, and I'm sure Dawson would prefer you over 80-year-old Ms. Carrie across the hallway."

Dawson's head popped up as soon as his dad said this. "Yes!" he yelled, scrambling to his feet. "Please, Spider-Man? Please come instead of Ms. Carrie? All she ever talks about is her cats and she makes me eat carrots!"

Peter laughed amusedly. "Maybe sometime, bud. I'm on a pretty tight schedule at the moment though, so it'll have to be later."

"You're pretty good with children," Mrs. Stevens noted, her eyes slightly narrowed. "Well, minus the fact that you hang them from the ceiling on your web-things. Dawson did get a kick out of it, though." She began to wound some gauze around his ankle. "Do you have any kids of your own?"

Peter almost choked. "N-no ma'am," he managed to stutter, laughing nervously and feeling his cheeks burn a bit beneath his mask. "I mean, Judith. I'm _way_ too young to…" he began to say, then stopped himself as he realized what his words were revealing, but it was too late. Both Dawson's parents stopped what they were doing and stared over at him in surprise, and he grappled for some way to recover. "I mean, uh, I'm old enough to. Like, I could, if I, you know, wanted to. But, like, I don't have a wife, and, uh, I'm too busy with my Spider-Man gig to settle down and stuff. You know how it is, right?"

The two of them shared a look, which made Peter feel a little uneasy. Then, just moments later, the couple burst out laughing, which made Spider-Man cringe at first, then relax slightly. Dawson joined in on the laughter too, even though he had no idea what was so funny.

"It's alright, Spidey," he chuckled, rubbing his eyes. "We won't tell anyone."

"Yeah," his wife agreed, her fists on her hips, "I mean, I had my suspicions from your voice, but your rather, uh, _hysterical_ disposition is a pretty dead give away. Sorry, dear." Her smile faded a bit. "It does bother me, though. You shouldn't be out fighting bad guys and monster invasions. If you're as young as I'm assuming, you should be worrying about acne or pretty girls or something."

Peter couldn't help but laugh at that, despite how much it irritated him that he couldn't lie to save his life. "Thanks," he muttered with an awkward grin on his face, "….and trust me, I do." The pair of them chuckled softly as they continued tending to his wounds. With a sigh, Spider-Man shifted his position a bit, trying to get more comfortable, when his elbow bumped onto something hard behind the pillow. A click sounded, and the television hanging on the wall suddenly hummed to the life. The screen flickered onto the news channel, where an anchorman sat with his hands folded on his desk.

_…sure as all of you are aware at this point, an army of what appear to be half-human, half-animal monsters have invaded the island of Manhattan and have gone on a killing spree. They appear to be the result of some ungodly experimentation carried out illegally by the scientists working at Oscorp Industries, for our sources have led us to believe that the creatures have been traced back to the Oscorp tower on 54th street, as several eyewitnesses claim that they saw the monsters come pouring out from that building around 5:00 p.m. this afternoon. We have also had many reports of the creatures escaping into the city through the sewers. According to all our knowledge, these creatures are mindless, violent, and have caused city-wide casualties over the past few hours. The NYPD have all units engaged in combat against the creatures and have contacted the federal army to try to control the situation. The Avengers have also joined the fight, and to much of the public's surprise, New York's infamous masked vigilante, who up until recently was believed to have died in the Scorpion fiasco two weeks ago, was found to be with them as well. That's correct, New York. Spider-Man is alive, and was last seen fighting the monsters alongside Iron Man near Midtown. While the surprise return of New York's favorite wall-crawler has been widely celebrated, it is still unclear if the Avengers and Spider-Man will be able to stop this catastrophe from escalating any further, even with their combined strength. Because of this, an alert has been sent out directly from the NYPD and Tony Stark to all the citizens of Manhattan to stay indoors. These monsters are genetically mutated killing machines that have been reported to attack and devour humans, and must be avoided at all costs. You are highly encouraged to take refuge in the top floors of buildings and to remain off the streets. Lock your doors, protect your children, and stay updated on this story's developments. More coverage on this appalling catastrophe and what is being done to suppress it in a moment…_

Mrs. Stevens stared at the television with a look of fear on her face. "My gosh," she whispered, her hands covering her mouth. "This is…much worse. Much worse than I imagined. What is with New York and all of these crazy recent monster attacks?" Her eyes grew wide suddenly, and she turned around to look at Dawson, who was still sitting on the floor, dangling his Spider-Man toy from a strand of webbing. With haste in her steps, she sped across the room and scooped her son off the ground, cradling him close with her eyes squeezed shut.

"We're fine, darling," her husband reassured her, coming up behind her and laying his hand on her back. "We'll be okay."

"I know," she replied after a moment of hesitation, her arms still wrapped protectively around her child. "But…just think how close we were to losing him. And think of all the people who weren't as lucky as we were. While we're here safe and sound, there are probably hundreds of people out there whose lives have been turned upside down, whose families have been torn apart by those things."

"Yeah," he agreed remorsefully, "we have a lot to be thankful for."

Peter sat silently on the couch, watching the small family as they embraced one another. _That's why I have to get back out there, _he thought to himself, a fresh wave of obligation and guilt rushing over him, _to keep more families like Dawson's together, and safe. _He blinked his eyes behind his mask. _Families. Family. My…family._

A horrible realization suddenly dawned on him.

_This just in, _the television interceded, and Peter glanced up with a start. _Any civilians still located in these areas need to evacuate immediately._ The newsman glanced down at the papers in his hands. _Times Square, Brooklyn, Gramercy Park, Midtown, and Queens. These areas are currently receiving the worst of the attack, and are where the majority of the casualties reported have occurred. Again, anyone still in these areas must evacuate immediately. If you are trapped somewhere, try to keep calm. The NYPD are sending rescue teams to those areas as quickly as possible in helicopters and S.W.A.T. trucks. Try to get on rooftops, arm yourselves, and call the number pictured to relay your location to the police…_

Peter bolted up from the couch. _Queens. Aunt May. Oh no._

When Mrs. Stevens finally opened her eyes, she noticed that he was now standing, and she narrowed her brow. "Spider-Man?" she inquired, pulling away from her husband. "What are you—?"

Peter tore off the bloody bandages hanging loosely from his arms. "I have to go."

Mr. Stevens blinked in surprise and turned towards him. "What? We haven't finished patching your wounds yet. Just give us a minute and we'll—"

"My family is in danger," he stated bluntly, and after checking to make sure that his web-shooters were undamaged, he pulled his mask down firmly and marched over to the door. He turned the handle and wrenched it open, feeling the knob buckle slightly beneath his carelessly powerful grip, when a hand suddenly grabbed his shoulder from behind.

"Hold on, Spidey," he heard Mr. Stevens say, but he pulled away and slipped out the doorway. The brisk air met him once again, sending a shiver down Peter's spine, but he didn't let it faze him. He strode over to the edge of the rooftop where the protective walls had been shattered, and the empty streets below set off his nerves all the more, for the sounds that whispered in his ears betrayed the peaceful city his eyes were seeing beneath him. Far in the distance, he could hear them: growling and roaring and devouring his city's people. A terror like none he'd ever felt overcame him. _Aunt May…_

"Spider-Man!" Mrs. Stevens called from behind him, and after a moment's hesitation, he slowly turned around. The pair of them both stood in the doorway, their eyes wide and despairing. In a way, they reminded him of his Aunt May and Uncle Ben. The mother opened her mouth, closed it, then opened it again before finally speaking. "Thank you. For everything."

Peter shook his head. "No. Thank you all. Seriously."

"Be careful out there, bud," Mr. Stevens added, offering him an army-style salute and a nod. "Don't go getting yourself killed. For real, this time."

Spider-Man nodded back curtly. Then, facing the edge once more, he readied himself to leap off the roof and fly down the streets as fast as his sore arms would allow. His toes peeked over the side as the darkness below beckoned him.

"Wait!" a shrill voice cried out, making him freeze in place. Taking a step back, he turned around just in time to find his torso being tackled by a small child. Dawson hugged him as tight as he could, standing on his tip-toes so that his arms barely reached Spider-Man's waist. After squeezing him a moment longer, Dawson raised his head and beamed up at his hero's masked face, his eyes full of hope and innocence. "Come back soon, okay Spider-Man?"

With a sigh, Peter forced a sad smile to turn up the corners of his lips, but that's all he could muster. Kneeling down, he returned the child's hug despite the pain welling in his throat and the sickness pooling in his stomach.

"Sure thing, Dawson," he replied quietly, then released him and patted his head. "But I gotta go now. Save the city and all that. Do me a favor, bud, and hold up the fort while I'm gone. Alright?"

The boy nodded back earnestly, and Peter rose to his feet. After motioning Dawson back towards his family with a gentle nudge, Spider-Man glanced back at them over his shoulder one last time.

"Stay safe," he told them simply. Then, with a newfound urgency, Peter vaulted off the rooftop while simultaneously pressing his middle fingers hard against his palm, and web fluid zipped from his wrist and latched onto the nearby flagpole. Gravity sent him swinging low past the beam before launching him back into the air, his muscles coiled in preparation to release the next web strand as he careened down the street.

All of the delusional peace had left him. The feeling of blissful, ignorant joy that he had so desperately craved had vanished like a ghost into the night. Now risen to claim its vacancy within him was a powerful, agonizing fear that seemed to gnaw at his insides like a parasite. Fear for his teammates, fear for his city, and now fear for the safety of the only family he had left. But, above all else, fear of the unknown.

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><p><em><strong>Oh noooes okay rant time<strong>_

_**First things first I'm the realist, and secondly, OMG GUYS THE NEW AVENGERS MOVIE TRAILER WAS LEAKED AND IT LOOKS AWEESOOOME! Can't wait for that to come out in April! But guys, oh gosh. The future Marvel movies, including Captain America 3, are going to be about the Civil War thing. Now, I haven't read the comics, but I sorta know what happens...which is something so sad and awful it hurts my heart. Let's just say that Chris Evans has a shorter contract with Marvel studios than Sebastian Stan...**_

_**Okay guys. Okay. Like, how. HOW. HOW IN ALL OF MY TIME SPENT LOOKING UP SPIDEY STUFF ON TUMBLR, GOOGLE, MARVEL WEBSITES, WIKIFREAKINPEDIA, AND OTHER FORMS OF THE INTERNETS HAVE I NOT FOUND THIS SHOW UNTIL NOW. Yeah, you know the **_**_show I'm talking about. The best Spider-Man show out there that I somehow have never even heard of until about 5 days ago. Yeah, that's right. I have never even heard of the Spectacular Spider-Man show until now. And it's amazing. Like, I binge watched the whole thing in one day. And then watched it again. IT'S SO GOOD AND PORTRAYS SPIDEY JUST LIKE THE COMICS! I like it better than that Ultimate Spider-Man show, but that's probably because that one is geared more towards little kids. Too bad it got cancelled and all, but its still awesome. So yeah, that's it. Rant's over. Chapter 22 coming soon, which will not be the last one. I think its going to make people sad... hehehe :P Write a review maybe? :D_**


	22. Chapter 22

_Disclaimer: I like totes don't own like anything like for realzies like like yolo and lol and yaaaass_

**_Okay, idk what happened, but I've noticed these past few weeks that a ton of new peeps have started following my story. I don't want to be "that annoying writer person who's always being all thanky _**_**thanky," but seriously, wow, thank you! I don't know what caused this, but it makes me giddy to know so many peeps are reading my craycray storaaaay. Anyhoo, dippity doo, I'm being original and ONCE AGAIN breaking this chapter up. I need to stawp omg, but whatever. I got to the point where I was not planning to end it and got a really cool idea for how I could start the next chapter, so I just stopped it right there, dropped my Mac, and walked out. So yeah. I have a feeling it's going to make a lot of you really mad. Sorry. I love u :) Read~~~~**_

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><p><em>Chapter 22<em>

The icy wind that whipped past his body as he flipped down the road blasted straight through his Spider-Man suit, causing him to shiver beneath the damp spandex. The claw marks scored across his skin stung intensely in the bitter air, and his muscles ached as he propelled himself forward. Yet Peter Parker refused to let himself slow down as he fought to keep himself suspended in the air. He had to make sure Aunt May was safe, but he had to warn the others about what was happening across the rest of city first. Stark, as well as the rest of New York, were depending on him.

As Spider-Man swung low to the ground on a single web strand, the moans and roars of the enraged chimeras up ahead grew louder and louder. He lifted his gaze, and found the dark outline of the Oscorp tower against the murky night sky rising as a beacon in the distance. With a somersault through the air and and a tap on his palms, Peter soared rapidly down the street until flipping around a stoplight and landing on the pavement, and when his eyes took in the scene before him, his breath caught in his throat.

Everything was in chaos. Captain America was slinging his shield around with frantic movements, beating the crap out of any chimera that got near him while sweat poured down his face. Fighting by his side was Black Widow, who was shanking the beasts left and right, her gloved knuckles drenched in blood, until her dagger got stuck in one's skull, and so she reverted to pounding their heads in with her fists. The Hulk was in the center of all the madness, swinging his enormous arms about and barreling through the mob of creatures like a muscly green freight train, which left a trail of crushed chimeras in his wake. Thor was lighting up the writhing sea of bodies from above with bolts of lightning directed from his hammer, and the smell of fried flesh ascended from the smoking carcasses littered across the street. Peter's eyes scanned over the area, and despite the insanity of it all, the Avengers were handling the mutated swarm rather well. From what he could see, no more chimeras were coming out of the tower, so they could focus their attack power on the ones remaining on the ground. This was, however, most likely because the rest of the chimeras were now spread across the rest of the city, and they were of much more priority than these. Peter took a step forward, preparing to yell out Tony's message to the crew before hauling it down to Queens, when a dead cross-species suddenly crashed to the ground right in front of him with a sickening _thud, _an arrow lodged in its furry chest, and he jumped back in surprise. His eyes stared at it in disgust for a moment, then followed the upward path from where it had come from, and standing on top of the abandoned building on his right was the dark silhouette of a man. He was slowly backing up, his body low and tense, and Peter could distinctly see a horde of chimeras crawling up the building and advancing on him. He had an unloaded bow in his hand and a single arrow left in his quiver. Peter cursed frustratedly under his breath, hating the idea of wasting any more time, but fired a web at the top of the building and sprung onto the wall.

Clint Barton's breath billowed in ghostly clouds from his mouth as he backed closer and closer to the edge of the rooftop. Despite the coldness of the night, sweat beaded off his forehead and he felt feverish beneath his leather suit. Six chimeras stood before him on the roof, creeping towards him with bloodlust in their eyes, and more were crawling up the building to join them. The rest of the Avengers down below were busy fighting their own monsters, so it was likely that no one was aware of his predicament. One of the creatures lashed out at him, causing Hawkeye to step back reflexively, and he felt the end of his heel step off the rooftop. He windmilled his arms and stumbled back forwards, barely managing to keep himself from falling, and grinned with nervous frustration as he realized he was trapped. He was out of roof, outnumbered, out of breath, and nearly out of ammo. His knife had been lost in the gut of puma-looking chimera that had fallen a long while ago. Gritting his teeth, he reached behind his head to retrieve the last arrow in his quiver.

"Might as well go out with a bang," he murmured, planning to rig the arrow with an explosive head, when he suddenly felt a shadow cross above him. Barton glanced up in fear, wondering how a chimera could possibly jump that high as his fingers curled instinctively to grab the arrow by the shaft, but his hand closed in empty air. In that same moment, the chimera closest to him leapt forwards, its fangs honed in on his throat, and his eyes went wide. Startled and defenseless, Clint froze in terror, and could only wait helplessly for what was coming.

_CRUNCH._

In one lightning-fast moment, a familiar masked figure had sprang from behind him, snatched the arrow out of his quiver, and landed between he and the chimeras. He held the arrow out in front of himself just before the first beast's jaws could latch onto his throat, and the shaft stopped the chimera like a bridle in its mouth, making it half-growl, half-choke around the skinny gag as it bit down. With a spin, the man kicked the chimera under the chin, jabbed the end of the broken arrow into its shoulder, then and sent it flying backwards with a punch to the face, and it knocked a few of the other chimeras off the rooftop as it fell. Clint stood stunned for a moment at the fact that he had been saved, watching the dark figure take the beasts on single-handedly, then came to his senses. He rushed forwards, socking one in the gut and strangling another with the string of his bow before flipping it off the rooftop with a sideways cartwheel. He stiff-armed a monkey-looking chimera in the nose that was wrestling with his teammate before he was head-butted in the stomach and sent rolling across the roof. The skinny figure uppercutted the cross-species in the jaw, then fired a web at a tumbling Hawkeye and whipped him forward just before he could roll off the edge. Clint landed roughly onto the flat surface, staring down where he had almost just fallen, then turned around to find someone kneeling right behind him.

"Well, nice to see you too, Spidey," Barton huffed amusedly, wiping off his perspiring brow and feeling a bit embarrassed. "Thanks for the quick save."

"Sure thing, Clint," Peter answered, sounding a bit distracted, "but there's a bunch more coming behind those. Didn't you say back at the boxing gym that you had explosive arrows?"

Hawkeye nodded. "Yeah. Well, sort of. See, I have all these different heads that I can secure to the ends of my arrows with my mechanical quiver to make them more deadly, including explosive heads. But, as you can see, I'm fresh out of arrows, so that doesn't really help our—"

Hearing the chimeras approaching rapidly from behind, Peter didn't have the luxury of allowing him to finish. With his enhanced strength, Spider-Man reached forward and tore the bottom of his metal quiver clean off, ignoring Barton's yells of protest, and found there to be a bunch of individual capsules encircling the outer edge that were full of all sorts of devilish little toys. Peter ripped out four of the capsules at random, praying that one of them was filled with the miniature explosives, and after cocking his arm back behind his head, he chucked the capsules at the far edge of the roof as hard as he could, right where the army of chimeras was just peeking up over the top. Realizing what exactly he had just done, Spider-Man whirled around, tackled Clint at his torso, and the two went soaring off the rooftop right as the capsules met the cement surface. The impact was enough to set all of the ammo off, which included a plethora of flash bomb heads, lots of smoke bomb heads, some painfully familiar electrified heads, until finally the last capsule crashed against the roof, and just as Peter fired a web from his wrist to catch them both from falling to their deaths, a satisfying _BOOM_ resonated from behind them and sent tremors across the entire building. The stunned chimeras dropped off the walls like flies, some sprinting away and screaming bloody murder, while others laid whimpering on the pavement. The sound startled the rest of the Avengers on the ground below, and they glanced up in horror to watch a huge plume of smoke and fire rise from the top of the building where Clint Barton had been. Natasha grabbed a chimera by the face and twisted its head violently to the side, which snapped its neck in half and rendered it instantly dead, then flung it away and began sprinting towards the building.

"Barton!" she cried out, dodging or punching any chimeras that got in her way. She vaulted over a downed beast and stopped at the base of the flaming structure as glass and debris rained down from above. The fire danced in her terrified eyes. "Barton?_ Dammit! _What the hell happened? Where are you? _Clint!"_

The blazing building began to collapse in on itself, and Romanoff felt a hand grab her arm.

"Get away from there!" Steve told her, giving her a forceful tug. "That whole thing's about to come down!"

"Barton was up there!" she yelled back, wrenching her arm free. "I have to go find him!"

"I will find him for you!" Thor insisted from above, and flew over the burning building. His eyes combed the flaming wreckage, narrowed intensely as the seconds passed, but his teammate was nowhere to be found.

Natasha shook her head slowly as she watched the flames lap at the inky blue sky. Captain America stood by her side at a distance, unsure of what to do other than stare up at the raging fire as well. The Hulk lumbered to stand beside them with a supposedly concerned expression on his contorted face. None of them noticed the straggling chimeras that came slipping out of the Oscorp tower from behind them.

"I cannot find him," Thor told them hesitantly as he descended lower to the ground, "and I am uncertain as to what may have caused the explosion."

"I'm going in to get him," Natasha stated indignantly, and before anyone could object, she sprinted straight towards the entrance of the burning building. In one powerful swing, she kicked through the boarded entry way, sending the wooden doors flying back, which revealed an ominous, flaming hell on the other side. Black Widow froze in terror for a moment as the intense heat washed over her, but refused to be fazed. Steeling her nerves, she marched straight into the burning building, feeling fresh sweat bead off her forehead.

"Wait!" a voice suddenly cried from above. Natasha stopped halfway through the doorway, and the rest of the Avengers glanced up in surprise. A dark figure suddenly zipped out from behind the flaming structure, like a shadow ghosting through the night. The figure swung low to the ground and dropped someone onto the pavement rather roughly, causing them to roll down the street a good distance before coming to stop at Steve's feet. Startled, Cap stooped down to help the groaning man up, and let out a surprised laugh when his eyes met with a familiar face.

"Son of a gun!" he exclaimed as he lifted him to his feet. "You're alright!" Steve stared up at Black Widow. "Natasha, it's Barton! He's okay!"

Natasha stepped back out of the building, and relief flooded over her when she saw her friend's disgruntled face. She took a step forwards, when movement to her left caught her eye as the shadowy figure flipped through the air and landed sideways on a streetlamp, uncharacteristically slipping a bit, and a smirk pulled up at the corners of her lips. "Looks like our fly on the wall has got our backs."

Peter clung tightly to the pole, grinning slightly upon hearing her remark despite the pain the quick spar had reawakened in his body, when his spidey sense suddenly buzzed in his head. He glanced up in alarm, and noticed that the burning building was beginning to list forward with an ominous groan. Natasha whirled around in terror, her eyes wide as she realized what was happening. Instantly, Spider-Man leapt to the ground and fired webbing from his wrists. The double strands zipped across the street and latched onto Black Widow's back, and Peter yanked his arms back with all his might. The master assassin was whipped backwards violently just as the building began to topple forward in a heap of flaming rubble, and with a yell of surprise she crashed into Clint and Steve, and all three of them fell back onto the pavement right when the structure collapsed, which swallowed the sidewalk where Natasha had been only seconds before. They all watched the mass of brick and fire settle for a moment before the trio scrambled to their feet, all appearing a bit flustered as they dusted themselves off, but otherwise uninjured. Peter was relieved by this, but his spidey sense continued to gnaw at the base of his skull, and his gaze shifted to the sidewalk behind the Avengers.

"Well. That was fun," Romanoff coughed as she glanced over at her partner. She restrained herself from wrapping Barton in the bone-crushing hug that she wanted to, and instead simply dusted some rubble off his shoulder. "Damn asshole. Thought you were dead."

Clint grinned slightly. "Sorry. Not quite yet," he replied, looking over to where a shadowy Spider-Man stood. "Probably would've been though if it weren't for webs over there. He came out of nowhere and went all _deranged ninja_ on those freaks."

Natasha smirked. "Well, guess I should thank him for that."

Barton nodded in agreement, then narrowed his eyebrows and whipped his quiver off his shoulder. "And for this," he added, holding up the mangled contraption. "He ripped the entire bottom half off with his bare hands! Yeah, I'll thank him alright, right after I stick an arrow up his—"

_"Guys," _Peter yelled, landing behind them in a low crouch and glancing over his shoulder. "Sorry to disturb your awkward flirtation, but we've got bigger and slightly more disgusting affairs to deal with." He turned back to face the Oscorp tower, where a large herd of chimeras stood before them, growling menacingly. Thor landed on the ground to his right, the Hulk lumbered beside him on his left, and the duo of assassins stood behind him, both of them frowning irritably but poised for a fight. Spider-Man sighed steadily, his breath steaming away from his lips through the fabric of his mask.

_"SMASH!"_ the Hulk roared, slamming his fists into the concrete.

"Agreed," Peter said, dodging a chunk of pavement that flew past his face and feeling somewhat surprised to hear the Hulk speak besides his usual incoherent screeching. "Let's make this quick."

Spider-Man sprinted forward first, and the others followed quickly behind him. He fired webbing at the seething mass of bodies and flipped up the first two beasts that it stuck to, then double tapped his palms and electrocuted the crap out of them. Then he flung them backwards, and Thor batted their writhing forms away with the head of his hammer. Black Widow ran ahead of Peter and delivered a flying sidekick to a rat chimera's rib cage, then back-fisted another in its neck. Hawkeye was right by her side, jabbing his elbow in one chimera's eye socket and uppercutting the next in the gut. Leaping off the ground, Peter spun through the air and landed a kick on a chimera between the two assassins, then flipped over Natasha's shoulder, curving his body to narrowly evade her flying fists as she slugged a lion-man in the face, and slammed his feet into the forehead of a reptilian lady until her head banged against the street. A leg swept right above his hairline, nearly scalping him, and he looked up in alarm just in time to see a black boot bash a snarling cheetah-looking thing in the nose, which was inches from digging its fangs into his neck. Peter rolled out of the way just before the limp chimera collapsed on top of him, then glanced over his shoulder to see Clint grinning smugly.

"Even," he exclaimed as he smacked a deformed man across the mouth with his bow then jammed the end of it down another's throat. Peter snorted with amusement, then socked the gagging chimera in the cheek and slammed his knee against its chest.

"Whatever. I saved you more than once."

"Yeah, but you broke my stuff. So that downgraded your haul to one save."

Peter chuckled. "If you say so."

_"RAAAAAAAAAAAAAAA!"_

Spider-Man glanced over in surprise to see the Hulk being swarmed by the chimeras. Dozens were climbing up his back, biting at his thick neck, and clinging onto his green skin with their claws. Bruce swung his arms at the ones gnawing at his feet and slapped at the others hitching an unwelcomed piggyback ride on his shoulders, all the while roaring in frustration. Although the fighting had wiped Peter's already exhausted body, he charged towards the muscly green giant.

"I'll help him! You guys finish off the rest!"

Natasha and Clint shared a look, then went ahead and continued to fight alongside Thor, who was striking hordes of chimeras with bolts of lightning.

Spider-Man sprinted at the shrieking Hulk and sprang into the air. He twisted as he flew, then used his momentum to kick a monkey-looking chimera off of Banner's green chest. As the Hulk swung his gigantic fist across the ground and sent nearly all of the chimeras swarmed around his feet flying lifelessly into the neighboring building, Peter pushed off one of his bulging pectoral muscles, fired a web at a coyote chimera that was chomping down on the Hulk's neck, and ripped it off of him in one quick yank. As the beast tumbled through the air, the Hulk backhanded it into the pavement, where it fell heavily and laid motionless. Shooting a web at the Hulk's elbow, Spider-Man flipped underneath his armpit and landed just below his shoulder, where a serpentine chimera sat trying to claw its way through the green monster's impenetrable flesh. The creature hissed at him, baring its hooked fangs, but Peter punched it right between the eyes and sent it crashing to the ground, and he flinched when the Hulk stomped on its skull, a sickening _crunch _sounding beneath his foot. He spun around to stare down the Hulk's back, which the last couple of chimeras were clinging onto for dear life. He webbed them both in the eyes, and they screamed in surprise before falling to the street below, where the Hulk swept them away with one swing of his giant green leg. Satisfied, Spider-Man crawled to stand right on top of the green monster's shoulder, and he gazed across the dark battlefield. None of the bodies now scattered across the pavement were moving, besides a few reflexive muscle twitches here and there, and Peter let out a slow breath. This was nothing compared to what they had left to face.

Suddenly, an enormous hand reached back and snatched Peter right from his perch, causing him to gasp in surprise. His sore body ached beneath the powerful grip of the Hulk's giant fist, and he kicked his legs frantically in an effort to escape.

"W-wait! Hulk! I mean, Bruce! Bruce _stop,_ it's me!"

The Hulk lifted the squirming teenager up in front of his face, his lips curled back into a snarl and his piercing green eyes drilling holes through Peter's mask. Terror overtook him as a growl rumbled from deep within the beast's throat, and his thick eyebrows wrinkled fiercely. From between his gritted teeth and flared nostrils, clouds of white fog billowed through the air as the terrifying monster breathed in heavy gasps. There was no way he could escape the Hulk's unbreakable grip, and Peter readied himself to be crushed like a grape.

Then, to his disbelief, the Hulk's petrifying expression suddenly softened. The bloodlust in his eyes vanished, and the fingers coiled around Spider-Man's skinny body loosened their grip to where he could actually breathe. No longer did the Hulk look as if he wanted to spill his guts across the pavement, but instead appeared almost ashamed. Sucking in some much-needed air, Peter wiggled his arms free and stared up into Bruce's eyes, which had lost the majority of their beastly glare. The Hulk looked him over for a moment longer, his expression appearing much less intimidating.

_"SPIDER,"_ he murmured, setting his thick jaw. _"FRIEND."_

Peter blinked in surprise, then nodded vigoriously. "Y-yeah. That's right. It's me, Spider-Man. Your teammate. Please don't smash me."

The Hulk's lips curled upwards into what Peter assumed was a grin. _"NO SMASHING,"_ he agreed, and slowly lowered his fistful of Spidey to the Earth. With as much gentleness as a one ton, muscle-bound, genetically-mutated green killing machine could manage, the Hulk carefully placed Spider-Man onto the ground. Peter stumbled backwards a bit after being released, and he felt himself bump against someone's chest.

"Whoa now," Captain America's voice said in a surprised tone as he caught him before he fell back. "Careful there, Peter. Are you alright?"

Peter steadied himself on his own two feet, gripping his head in his hand. "Yeah," he answered after a moment, still amazed that he wasn't a splat mark on the street. "I'm just, uh…yeah. I'm fine."

"Banner didn't spook you, did he?" Clint asked with a smugness to his voice.

"Yeah. He did, a little bit," he admitted, although that wasn't the only reason why he suddenly felt so dizzy. All this excessive fighting was making his already overstrained body completely exhausted, but he tried not to let it show. He shook his head to reawaken himself, then lifted his gaze to his teammates. "Listen, guys. I don't have much time to explain. Stark sent me back here. We need everyone in the center of the city. There are hundreds more of these things spread out across NYC."

Natasha's eyes went wide. "What? How is that possible? We guarded the perimeter. None of them got past us, I'm sure of it."

"The sewers," Peter explained, feeling the reopened cuts on his back begin to leak fresh blood down his spine. "They…got out through the sewers. Hundreds of them. So you guys need to go find Tony and help him fight the rest of these things. He's between Midtown and Times Square, just down that way. Last I saw, he was helping an injured kid on a roof somewhere."

Steve secured his shield to his back. "Damn. I didn't even think about that. They've been crawling right under our feet this whole time."

"Sounds like we shouldn't waste another minute," Barton stated, holding his bow at his side. "Let's get going, then."

The Hulk grunted in agreement, followed by a nod from Thor, but Natasha furrowed her eyebrows suspiciously as she ripped her knife from a downed chimera's skull. "What about you, Pete?"

Spider-Man looked over at her for a moment, then lowered his gaze to the ground. He spoke with a hint of hesitation in his voice. "My neighborhood is receiving some of the worst of the attack right now. My aunt is there. I'm going to go make sure she's okay."

Natasha's eyes softened upon hearing this. "You mean May Parker, right?"

Peter nodded, still staring at his feet. "Yeah," he replied, then slowly lifted his gaze. "She's in Queens. I heard on the news that it's been overrun by chimeras, along with Midtown, Times Square, Gramercy Park, and Brooklyn." He took a step backwards, becoming increasingly anxious as he realized how much time he had already wasted. "I have to make sure she's alright."

A blinding light suddenly flashed across his face, and he hid his eyes in surprise. Natasha had pulled a small flashlight out of her utility belt and was tracing the beam over his thin frame. She absorbed his shredded, blood-stained costume, clawed forehead, punctured stomach, marred chest, striped arms, and slashed-up shoulders, and a frown crept onto her face.

"Hey, Romanoff," Peter hissed, squinting his eyes in the harsh light. "What the heck are you—?"

"Damn, son," Steve interrupted, looking him up and down. "You look awful. You've been fighting with those injuries this whole time?"

"What the hell happened to you?" Natasha asked with a demanding tone as she flicked off the flashlight. Peter blinked repeatedly as his eyes readjusted to the darkness, then pursed his lips.

"It's nothing. I got in a tangle with some souped-up alligator chimera. My healing factor will take care of it pretty soon." He turned around to face the street that would take him to his neighborhood. "I've got to go."

"You mustn't go off to battle the beasts alone in your feeble mortal state," Thor insisted. "Allow one of us to accompany you."

"Yeah, what he said," Clint added, crossing his arms.

Peter was growing frustrated. "Look, I'm fine, okay? And I'm not going to sit here and argue with you guys about this—I've wasted enough time as is. Aunt May needs me."

Captain America stepped forward. "Fine. Then I'll tag along."

Spider-Man glared at him. "You won't be able to keep up, and Stark needs you more than I do. Just go with everyone else."

An amused grin played across Steve's lips. "That sounds like a challenge. And I have a feeling that that's quite debatable. You said yourself that Queens is being hit the hardesr right now, so a little extra help will do them and _you_ some good."

Peter balled his hands into fists. "Seriously, Cap, I do _not_ need you to—"

"I'm not going to sit here and argue about this," Rogers retorted quickly. "You lead on your webs, and I'll follow you on foot. Whether I can keep up or not is my problem."

Spider-Man knew there was no point in trying to talk him out of it, and frankly didn't have the time to. Heaving a lofty sigh, Peter's fingers went lax.

"Fine, whatever. Just don't slow me down." He looked over at the other four Avengers. "You guys are good on your own, then?"

Clint plucked at his bow's string, listening to it hum melodically. "Yeah, we're good. Wish I had more arrows, though."

Natasha rolled her eyes. "We have the Hulk and the Asgardian god of lightning. I think we'll manage."

Peter nodded in agreement. "Alright. See you all soon, then." He glanced back at Captain America, who stood waiting patiently with his arms crossed over his chest. "Ready, Spangles?"

Steve snorted and made an extravagant gesture with his hand. "Lead the way, Spidey."

After offering a goofy salute to his comrades, Peter spun on his heels, sprinted a good distance to pick up some speed, then jumped into the air while simultaneously firing a web strand from his web-shooters and swinging down the street with seemingly effortless finesse. As he flipped high above the city, he peeked between his feet to see a navy blue figure chasing after him from far below. To his surprise, Steve was keeping pace with him rather well, although he had the excuse of Peter's injuries restricting his mobility. Allowing himself to drop a few hundred feet before catching himself at the last possible second, Spider-Man sped down the roadway like a red and blue bullet, zipping between abandoned cars and feeling the blood running down his back grow ice cold in the freezing wind.

It didn't take long for them to find the wake of the chimeras' destructive path. The eerily empty streets below were painted with bloody footprints, and every now and then Peter's eye caught sight of a hapless victim's mutilated form lying motionless on the ground. After a few more minutes of web-slinging, Spider-Man finally darted around the corner of a squat little building, landing him in Forest Hills, and when he dropped on top of a mailbox to survey the scene before him, his anxiety was instantly transformed into absolute terror.

No matter where he looked, they were there. Climbing on rooftops, slithering down the road, pouring out of the sewers, creeping along the sidewalks. Hundreds, maybe even _thousands,_ of half-human, half-animal monstrosities, each on the hunt for fresh blood to tame their seemingly unquenchable thirst. This was bad. This was _so bad._

Just then, Steve came jogging up behind him, breathing rather heavily. After taking a minute to compose himself, he stared forwards, and his eyes grew wide as he took in the frightening sight.

"Holy…" he gasped, sweeping his gaze across the area. "Where the hell did all of these come from?"

Peter just shook his head helplessly. If it was this bad here, what were the other places like? He began to seriously question whether or not the Avengers would be able to overcome this disaster.

_"Aaaaaaah!"_

Spidey and Steve both whipped their heads toward the scream in unison, alarm rising in their chests. A large crowd of people were huddled on top of a house, armed with garden tools and kitchen knives. A primate-looking chimera had crept onto the roof to join them, its eyes wild and beastly, and the noise lured more creatures toward the people's whereabouts. Peter's eyes shifted from staring down the street, to the imperiled civilians on the rooftop, then back down the street, and he cursed bitterly. He hopped off the mailbox to stand on the curb, hesitantly preparing to rush to the people's aid, when a hand on his chest stopped him from doing so, and he glanced over his shoulder.

"You're a really good guy, Peter," Captain America suddenly told him with unsurpassed authenticity in his voice. The unprecedented compliment took Peter by surprise. "A really good _man._ Let me handle this one, alright? And you go take care of your aunt. I owe you that much."

Peter blinked up at him for a moment, then sighed relievedly. He was glad Steve was so understanding. He stared down at his red feet.

"Thank you, Cap," he said simply, unable to express how truly grateful he was. "Seriously."

Steve patted him on the shoulder. "No problem. I'll come find you once I finish this."

"Right," Peter replied back. Stepping into the street, he fired a web at the top of a house on his left, sprung onto the wall, and climbed to the roof in a matter of seconds. Eyeing the flooded streets below, he sprinted across the flat surface and jumped to the next house, then the one after that, then the one after that. He continued to leap from roof to roof, refusing to look back at what had become of the trapped civilians and Captain America.

When he came to his street, he dove back onto the ground. He sprinted down the road, dodging past the snarling beasts with quick movements. When his apartment finally came into view, however, his legs suddenly slowed. His heart rate intensified. The air became sinisterly cold.

The front door had been smashed through.

_Oh no. No. Please, no._

With a shakiness to his movements, he placed his foot on the first step of the staircase that led to his doorway.

"Aunt…May?" he called out tentatively, laying his fingers on the handrail. No answer. He took another step. His legs felt stiff. "May? It's Peter. Are you still in there?"

Silence. It was then that he remembered the evacuation warning that the television had relayed to the entire city. Aunt May had likely received the message along with everyone else, and had probably left Queens for somewhere safe a long time ago. She did, in fact, have a habit of leaving the TV on all the time. It was something she'd picked up after Uncle Ben had died, seeing as she had constantly nagged him about doing just that. He supposed it was one of the many quiet mementos she had designated to his memory. The thought calmed Peter's fluttering heart somewhat, and he allowed himself a moment to breathe. Just a moment.

But it was in that little moment that he heard a scream. A sharp, piercing, bloodcurdling scream that shattered the brittle air and sliced through his serenity like a double-edged sword. This was not a scream of surprise, of excitement, or petty fear. This was a scream signifying that someone was about to die. A scream begging for someone, _anyone,_ to save the owner's life. Peter had heard his Aunt May scream before. It was an awful, heart-wrenching thing that he hated to hear. It was something he'd rarely experienced, but was nonetheless familiar with. He had heard it the night Ben Parker had been murdered.

This was not his Aunt May screaming. This was _not_ his Aunt May's scream.

But he did, in fact, know who it _did _belong to.

Peter Parker was up the stairs, through the shattered doorway, and inside his house in an instant.

_"Gwen!"_

* * *

><p><em><strong>ehehehee...yeah. I went there. Random, but did anyone else notice all the rumors going around about spidey being in marvel phase 3? I try not to let myself buy into it, but there's always hope...<strong>_

_**DO IT SONY**_

_** SOooo chapter 23 is it? Yeah, I'll write it. Eventually. It will be the one that I was actually talking about when I said it was going to be really really sad... :,(**_


	23. Chapter 23

**_Disclaimer: "I own everything written in this fanfic" said no one ever_**

**_I finished the chapter! Yay! I swear, this one took me soooo long, probably because I sort of dreaded writing it. And cuz it's like 14,000 words. Sorry :D. I'll tbh for real and say I may have teared up quite a bit while writing this chapter. It's really sad...that's all I've got to say. Hope you enjoy it anyway...? :P_**

* * *

><p><em>Chapter 23<em>

"Be careful with him."

A pair of paramedics gently took the boy from his metal arms, who was sickly pale and out cold. With cautious movements, they carried him into the careflight helicopter that was parked on the rooftop and led the rest of the flustered teenagers on board as well. Once everyone was safely inside, the spinning blades began to chop at the frigid air, until finally the helicopter lifted from its perch and flew off into the murky distance, the rhythmic churning sound soon fading into a dull hum. Iron Man watched the aircraft vanish into the night, hoping the kid would be alright, then walked to stand at the edge of the roof and peeked over the side.

The street below was in absolute chaos. Gunfire popped in a sporadic flow from the policemen who were hiding behind cars and debris. A massive horde of chimeras was moving down the road in a dense wave, and despite the few that dropped dead due to the NYPD's onslaught, they continued to advance with little hindrance. One of them sprinted forwards, leapt over a car, and tackled an officer to the ground, wrapping its half-human, half-canine jaws around his neck and tearing a chunk of flesh from his throat. This sent the rest of the cops into a panic, and half of them turned tail in a frantic and terrified retreat. Tony huffed irritably as his mask dropped over his face, then blasted off the roof and floated down to the street.

"At least some of you morons have some sense," he grumbled, stopping to hover above the pavement between the chimeras and the remaining policemen, who stared up at his iconic armor in awe. "Either scrounge up some balls and help me kill these freaks so we can save the city and all that jazz, or scoot your miserable asses out of here. You're getting in my way."

A few of them blinked repeatedly, a couple others appeared a bit offended, and still others snorted or chuckled. After a moment of hesitation, a woman stepped forward.

"We're not leaving," she told him firmly, although the fear in her eyes was unmistakable. "We're here to help."

"Good," Stark declared, turning in the air to face the approaching army. "Then do me a favor and don't get yourselves killed. Let the big guns handle the majority, and you all back me from a safe distance, alright?"

The policemen nodded earnestly. Satisfied, Tony shifted his attention to the monstrous herd of beasts flooding the street before him, and with an instructive thought to his artificial intelligence, his Iron Man suit switched from its medical setting to battle mode, and he grinned behind his mask.

"Alright, ladies. Party time."

A series of weapons rose from beneath the metal exoskeleton of his armor along his arms and shoulders, paired with an intricate compilation of clicks and whirs as the transformation unfolded. He ascended high above his enemies, and with a whoop, he let loose his artillery. Bullets zipped, repulsor beams blasted, lasers scorched, and missiles exploded. The thick carpet of deformed creatures below was pounded with intense firepower, sending flaming guts and mangled body parts flying in every direction. The policemen sat in disgusted amazement for a moment before joining the fight with their handguns, which were a bit outclassed in comparison to Stark's fancy toys, but lethal enough. Bullet cases and severed limbs bounced against the pavement, and soon the street was soaked in cross-species blood. Tony rocketed just above the monsters' heads, singeing their skin with the heat from his feet repulsors and drilling them with every weapon he had up his metal sleeves. The chimeras' demonic eyes glowed in the moonlight.

"Eat _this_ you mangy bastards!" he hollered, his voice laced with maniacal laughter. "I'll do this all night if I have to!"

Iron Man rose higher and higher as he fought off the brutes, expecting to see the end of the army somewhere down the road. He didn't. Puzzled, he shifted his vision to thermal imaging mode once more. The orangish-yellow ocean snaked like a tributary through the entire city as far as he could see. From where he floated, with his arms suddenly limp at his sides, it looked as if there was no end.

"Damn," he breathed, glancing over his shoulder to where the police officers were still fighting gallantly despite the direness of their situation. "Guess I _will_ be doing this all night. Or longer. Where the hell are the others?"

_Sir, _Jarvis suddenly spoke in his ear, jarring him a bit. _Sorry to interrupt your current occupations, but you are receiving a call from a grounded phone line under the address of "Parker"._

"Spidey's calling me?" he asked, pursing his lips in confusion. "Huh. Answer it."

A click sounded, and he spoke with a clipped quickness to his words. "Hola, kiddo. You've been gone for a while now. What's happening on your end? Everything's gone to crap down here."

The voice on the other end was not what he was expecting.

_Mr. Stark? _a young female replied, and he blinked in surprise.

"Uh…yeah. That's moi," he answered, his tone suddenly suspicious. "Who's this?"

_This is Gwen Stacy, _the voice said. _Peter…uh, Spider-Man's friend. Girlfriend. From before._

Tony perked up. "Oh! You mean that cute blonde girlie who Spidey made out with?" He chuckled a bit. "Yes, yes, I remember. Nice to hear from you again, little lady. But, uh…how'd you get my number?"

_Bigger issues to address, Mr. Stark, _she snapped, her voice suddenly harsh and demanding. _The whole city has been overrun by thousands of those cross-genetic human-animal creatures from the genomics labs beneath Oscorp._

Stark snorted, staring down at the sea of chimeras flowing beneath his feet. "Uh, _yeah. _I'm well aware of that, Ms. Stacy, as I'm sure the rest of New York and the world is by now." He clicked his teeth together. "Your point?"

_You sent me all the genetics research from the files you found in the labs, remember? To try to find some way to re-separate the humans and animals that were combined into chimeras back into the individual organisms that they were before the experiments?_

"Mm hmm," he replied, recalling doing so, "you and Banner both. But he and I worked with it long enough to figure out that that's impossible. There's no way to split them without tearing both the person and the animal to bits."

_You're right,_ she agreed with a hint of disappointment, _they're completely fused together__—__two separate minds, bodies, and souls transmuted into one. Unfortunately, at this point, it's clear that they can't be helped_. Her voice took on a very serious tone. _But I think I've found a way to save everyone else from being mauled by them. A way to eliminate the threat and to save the whole city in one sweep. I've… _She paused before finally finishing. _I've found a way to kill all of the chimeras._

Stark was astounded at first. The idea was appalling, almost disturbing. But as Gwen Stacy explained it all to him in rushed detail, he soon realized that this was exactly what everyone needed: a way to kill all of the chimeras so that this war would be over, and no one else would have to die because of S.H.I.E.L.D. and Oscorp's stupidity and carelessness. It was clear that the Avengers could not accomplish that by shear strength and willpower. They needed a way to end this in one swift move—just like his little nuke delivery to the Chitauri mothership the last time New York had faced a threat like this. Tony listened intently to her every word, and once she had finished, he let out a sigh.

"You're sure this will work?" he asked dubiously. "It isn't going to backfire and kill all the _civilians_ of New York instead, right?"

_Positive, _she exclaimed without hesitance. _It will only affect organisms with the altered cross-species DNA. But first, I need you to—_

A dull crashing noise followed by a scream suddenly sounded on the other end. Stark tensed in alarm, his eyes growing wide.

"Gwen Stacy?" he said fearfully, laying his hand against the side of his helmet. "Are you there? What's happening?"

_The whole neighborhood is overrun, _Gwen finally whispered, her voice hushed with terror. _The entire street is flooded with them._

"Where are you?" he demanded. "I'll come find you and get you someplace safe."

_Peter's Aunt May and I are at his house in Forest Hills, Queens. Please hurry, Mr. Stark. I need you if this plan is going to work._

Tony blasted an insectile chimera in the face, then began flying back down the street. "I'm on it."

The policemen continued to pump the creatures full of lead, but they were running out of ammo. The woman in the front squeezed the trigger of her gun to shoot a canine chimera in the head, but was rewarded only with a damning _click_ sound. She was empty. She backpedaled frantically, hoping that the officers behind her would take care of it, but they, too, were on their last rounds. Just when she was sure her gory fate was sealed, a shrill _ping _rang out, and the chimera dropped dead with a hole seared straight through its head. She glanced up in surprise to see Iron Man hovering above them.

"Change of plans," he told them. "All of you. Retreating. _Now."_

"What?" the woman spat. "We're not just going to—"

"Nope. We're not having any of this Leeroy Jenkins idiot crap," Tony snapped. "Get out of here and get somewhere safe. This is all about to end soon, so there's no need for any more of you to get yourselves killed. Now _shoo."_

Without waiting to see if they listened, Iron Man blasted skyward and soared through the air, his metal form zipping between buildings with incredible agility. The streets below were swarmed with thousands of slithering, ominous figures that looked like ants from his bird's eye view. Their ghastly forms were illuminated with the neon lights of the city, which was a strange and unnerving juxtaposition. He just wanted all of this to be over with, whatever the cost.

He wondered how everyone else was doing.

* * *

><p>Natasha Romanoff, Clint Barton, Bruce Banner, and Thor Odinson were sprinting down the road towards Midtown. They kicked, punched, hammered, or trampled any chimera that got in their way. Together, they were an unstoppable freight train making their way through the city, although Natasha had her suspicions that they looked more like a traveling freak show. Each had sustained their fair share of injuries, but nothing bad enough to slow them down much, or deter them from their mission.<p>

"Why are we the only ones out here fighting?" Clint grumbled as he almost tripped over a furry carcass. "Where are the NYPD? The National Guard? Doesn't Nick Fury have some super secret team of S.H.I.E.L.D. spy ninjas or something?"

"I feel like the police realized pretty quick that they weren't much help against these things," Romanoff replied, her arms pumping at her sides and her breathing heavy, "and the National Guard takes a while to get off their rumps and into action. As for Fury, I don't know who's left from his staff that is actually loyal to him and not psycho-fied S.H.I.E.L.D.."

"Hell, do we even know if there's anyone left _at all?" _Barton realized as he jabbed his bow into a serpentine creature's face. "What if they all _did_ show up but have already been wiped out?"

Natasha vaulted over a whimpering beast. "I seriously doubt that, Clint."

He snorted irritably. "If that's the case, S.H.I.E.L.D. is full of even bigger cowards than I previously imagined. They started this whole hellish ordeal; the _least_ they could do is send some reinforcements to try and stop it."

Thor batted a feline chimera away with a quick sweep of his hammer. "There's no need to squabble over such speculative matters. It is our duty to be the one's who fight when there is no one else to do it. So let it be so."

_"IRON MAN!" _the Hulk suddenly bellowed, causing the pair of master assassins to jump a bit.

"Ah, yes. Fret not, Banner. I have not forgotten that our metal-bound friend is off somewhere fighting the beasts as well."

The Hulk stopped dead in his tracks. He slammed his fists into the ground and stared at the sky. _"IRON MAN!"_

Thor stopped beside him, a bit puzzled. "Indeed, Banner. I understand. Stark is not being excluded from my affirmations. There is no need to throw a fit like a repulsive bilgesnipe."

Clint and Natasha slowed to stand beside him as well. "Is it just me, or is listening to two idiotic immortal freaks trying to communicate extremely amusing?" Barton murmured under his breath, suppressing a chuckle. Without responding, Natasha furrowed her brow curiously, then followed Bruce's gaze into the dark abyss above. A small glowing dot stuck out against the black sky, and Natasha narrowed her eyes just to be sure it was real before pointing it out to the rest of the crew.

"There! I see him! Guys, it's Stark!"

_"IRON MAN!" _the Hulk agreed.

"Oh," Clint snorted. _"That's_ what he was trying to tell us."

Black Widow began waving her arms to try to get his attention, but that was quickly dismissed as useless. Clint hollered out to him, Thor swung his hammer around a bit, but each to no avail, and so the Hulk took his turn. His approach, however, proved far less civil. Without a moment of hesitation, the Hulk snatched up a chimera in his beefy fist, causing it to squeal in protest, and flung it into the sky with a boisterous roar. The poor creature spun like a discus as it flew through the air, and the Avengers watched in amused shock as its body soared into the sky, until finally, with a _clang, _it collided with the red and gold dot gliding far above their heads.

Stark nearly jumped out of his armor upon being struck by the impact.

"Holy—!" he sputtered, flipping sideways and flailing a bit before regaining equilibrium. He stopped his forward propulsion, hovering for a moment in the murky night sky, and glanced down to watch the limp body of whatever the hell had hit him begin to careen back towards the Earth. He zoomed in on its form just to be sure he wasn't seeing things.

"What in the living hell…?" he breathed, watching it grow smaller and smaller by the second. "Is that a _chimera?_ How did it…?"

A faint roaring sound suddenly met his ears, and he shifted his gaze to the street far beneath his feet. With his armor's compact vision, he could clearly see a familiar group of misfits standing in the center of the semi-flooded roadway, flailing their arms around like a bunch of morons and hollering like a troop of monkeys. He blinked in disbelief, then laughed out loud. His repulsors flared to life, and he rocketed towards them.

"A little tardy to the party, aren't we?" Tony remarked as he descended before his teammates and flipped up his mask. "I sent for ya'll at least an hour ago. And what the hell was that? Who throws a dead body at someone to get their attention?"

"The Hulk," Clint replied simply, slinging his bow across his body and placing his hands on his hips. "And Wade, occasionally."

"Better late than never, right?" Natasha chimed in, kicking a stray chimera away that had dared to saunter towards them before looking him sternly in the eye. "Peter told us the situation. Said you needed us here to defend the front lines," she glanced left and right, "which appears to be, well, _everywhere,_ now."

Stark swept his gaze across the crowded streets. "No kidding. And this isn't even the half of it. But there isn't any point in us trying to tear through all of them now. That'd take way too long, and who knows exactly how many of these things there really are." He turned to look back at his teammates. "But the situation has changed, and I think I've found a way to end all of this as quickly as possible, with no stragglers or hideaways left at all, and with no one more civilians having to die."

Natasha along with the rest of the Avengers suddenly became very interested. "Seriously? How?"

Iron Man's mask dropped back over his face. "I'll explain once we get there. We need to meet up with Spidey and Spangles. Let's just say it involves a poisonous cloud of death, and a very pretty blonde girl."

* * *

><p>It is frequently described that while in a dream, one feels as though they are unable to move, while everything else around them is able to do so freely, and with an ease that often frustrates the immobile dreamer. Or, in similar cases, one feels as though they can never move fast enough, no matter how hard they feel they are trying to do so. This, as many are aware from experience, is an exceptionally prominent characteristic of nightmares. A clown that a girl can never outrun chases her endlessly down a narrow hallway. A student is late for class but cannot make it to the room before the bell rings, even though his classroom is only a few short steps away that he is doomed to never breach. A snake creeps closer and closer to an ophidiophobic child's feet, but their legs refuse to let them scramble away from it.<p>

A young hero's love is in the clutches of a murderer, and no matter how desperately he tries to sprint to her aid, to run rescue her, to save her from his deadly grip, he is simply not fast enough.

_"Gwen!"_

Peter Parker bolted through the mangled doorway, dashed down the seemingly infinite hallway, and burst into the living room. Sweat and blood beaded down his back in thick streams, and his tongue felt dry in his mouth.

His eyes took in the scene before him. It was something that he felt he had seen before in a variety of forms over his short lifespan of seventeen years. The familiarity of it caused a sensation of horror to wash over him that he had never experienced, one that surpassed any other horror he had ever felt.

Aunt May was sitting on the ground with her back against the wall, motionless. Her eyes were shut, her shoulders were slouched, and she had a look of distress on her gently contorted face. Peter was relieved to see that she was breathing, but her head laid limply on her shoulder.

Standing over his aunt's silent form was a beautiful young girl. She stood between Aunt May and an enormous chimera. Her eyes were wet with tears. She was protecting his aunt. She had no weapon in hand, just her body to block the old woman's fragile form from the towering beast. The chimera loomed over her. Its gigantic pair of fangs were bared, and it was lunging towards her. In that instant, Gwen's eyes slowly turned to stare into his. That one look evoked a million emotions at once. Fear claimed a hefty percentage, but the most prominent, which scared Peter Parker more than anything, was that her eyes evoked the same haunted words which she managed to carefully mouth in that single, fleeting moment.

_I'm sorry._

Peter absorbed all of this in the split second it took him to round the corner. Time seemed to move in slow motion as Spider-Man sprinted forwards, leapt into the air, stuck his legs out in front of him, and slammed his feet into the chimera's body. The creature went flying sideways and crashed straight through the wall, leaving a yawning crater in its wake. Rubble rained down on its kicking legs before it finally went still. Peter dropped back onto the ground, his landing a bit unsteady, then instantly rushed to Gwen's side.

"Gwen?" he said, slipping off his mask before gently grabbing her hands in his gloved ones and pulling her towards himself. "Are you okay?"

Gwen slowly blinked her eyes. Her hands felt soft and loose in his own, and her hair fell effortlessly around her shoulders. Her delicately freckled nose was flushed at the tip, and her shoulders were low and lax. She was wearing a beige coat with a red scarf and a gray crocheted beanie, and she had on some leggings paired with her favorite boots. She was absolutely, without a doubt, _the_ most beautiful person Peter Parker had ever seen. Then, angelically, she raised her eyes to look into his own, and he felt as though he might melt. Peter interlaced his fingers in hers, suddenly wanting to tell her anything and everything that was running through his mind at that moment, but settled instead for a simple smile. Spider-Man felt that right here and now, with this amazing girl, he was the luckiest man alive.

It was then that the paleness in his girlfriend's normally rosy cheeks became apparent to him. Her fingers laid limply against his rough and battered knuckles. She was staring at him, but her once piercing green eyes, usually overflowing with joy and passion, instead appeared dull, empty, and fearful. She did not return his smile. Her gaze then drifted downwards, and Peter realized she was pitching forward. He caught her instantly, startled, and knelt down with flustered movements so that she was lying in his lap.

"Gwen?" he stammered, supporting her head in his hands. Her body was limp in his arms. "Gwen, what's wrong?"

When she did not reply, his eyes slowly traipsed down her fragile form. In that moment, he noticed a tear in her clothing, located on the left side of her midriff along her ribcage. There were two equally-sized punctures in the fabric, about the size of a quarter in diameter, that he could see. And encircling the holes, which he now realized extended deeper than just her clothing, were two identical stains of blood, each growing darker and wider by the second. Peter gasped.

_Oh no._

He reached out his hand and laid it against her abdomen. His fingers quivered as they caressed the fabric, which was now saturated in red. He shook his head in disbelief.

"No. No, no, _no."_

With trembly movements, Peter opened up Gwen's coat. She had on a simple white top underneath. When his eyes fell upon the horrible wound, a wave of terror washed over him. The punctures went deep into her flesh and the surrounding skin was turning a sickly reddish-purple color. Fresh blood was now seeping from her body, trickling down her sides, dripping onto the floor in crimson pools. Peter could feel the ghostly warmth soaking through his gloves and onto his hands. _What had happened to her? _He couldn't believe what he was seeing. He refused to.

"Gwen?" he choked, averting his gaze from the terrible injury and staring instead at her soft face. Her eyes had taken on a glazed and lifeless look. She was limp, delicate, and silent, almost peaceful, even. Peter cradled her head in his shivering hands, craving desperately to hear her sweet voice and for the life to return to her eyes.

"Gwen…? Hey. Y-you're okay. You're okay…Gwen?"

He was met with silence once more, and he watched as her eyelids lazily drifted down to hide her faded irises. A horrible sickness enveloped his being.

_No,_ he thought in despair. _No, it can't be._

But it was. He had…been too late.

His voice broke as he spoke, and he stroked at her curly hair and pallid cheeks.

"Stay with me," he begged. Tears began to well in his eyes. "Stay with me. Stay with me. _You stay with me."_

"Gwen…? _Gwen!?"_

"No. No, _please!_ P-please…please…_"_

Peter was suddenly racked into uncontrollable sobbing. Tears now poured down his face in an unstoppable flow, and his heart felt as if it was being crushed. His whole body shuddered violently as he cried harder than he ever had in his whole life. Everything hurt, everything ached, and he wept with all the bitterness in the world, yet nothing he did could evoke the true agony of his suffering. He wrapped his arms around the woman he loved and laid his face against her motionless body, as if to try and hide the ugly wound from reality.

"I…I can't live without you…" he whispered between sobs, and he felt no words ever spoken held more truth. "I can't…I can't…"

_Kill…_

Peter froze. A single tear traced down his cheek and dropped onto Gwen's lifeless form, leaving a dark spot on what was left of the whiteness of her shirt. A shudder quaked down his spine, and he slowly lifted his head and turned around, his arms still cradling his girlfriend protectively.

At first, he saw nothing, and wondered if he was just imagining things. Then, from the gaping hole in the wall, a long and hairy leg suddenly rose out of the darkness and planted itself on the floor. A second later, another came snaking out from behind that one, and then another, and another, and another. Spider-Man watched in horror as the body then slipped out of the hole, followed by the last three legs. The creature stumbled slightly as it revealed itself, obviously still a bit stunned from the previous attack. Dust and rubble rolled off of its hideous form, and its bulging stomach hung low to the floor.

Peter took a moment to absorb what he was seeing. The beast was familiar. Its demonic eyes bored into his soul, and Peter sucked in his breath.

_It's him, _he thought as the terrible truth sunk in, _the chimera from back in the labs. The murderer from the restaurant._

The enormous tarantula-man was the most horrifying thing Peter had ever seen. Its perturbedly familiar face was set inside the monstrous arachnid body, and its swollen abdomen swung from side to side with its movement. Its legs reminded him of thick, hairy tree trunks. Peter stared back into the creature's soulless pupils for a second longer, neither of them making a move, when something caught his eye. Poking out from both corners of the chimera's mouth were a pair of long, sharp, menacing-looking fangs. They appeared almost translucent, and Peter could clearly see a strange liquid gathered inside of them. Peter had seen the fangs the last time he had encountered the beast, but this time was different. The ends of the chimera's fangs were painted red. The crimson fluid dripped off the tips, encircled its mouth, and trickled down the man's lips and chin. Peter turned to looked at Gwen's wound, then glanced back at the looming chimera. The realization struck him like a dagger.

"You…y-you…" he quavered, his eyes growing wider and wider. Tears slipped down his cheeks, and whatever color was left in his face instantly drained away. Then, as if the man inside the monster was still aware of what he had accomplished, a wicked grin suddenly spread across his face, flaunting his bloodstained teeth and crinkling his malicious eyes. His expression evoked a sick and evil joy that's origin was clear: he had taken his revenge on Spider-Man for that far-off night in the restaurant. Because of Spider-Man, he had been half-beaten to death, hauled off to prison, and then forcibly transmuted into the freak he was now. The pain in the foolish hero's eyes was the sweetest form of vengeance he could have asked for, and he licked at his grisly lips.

_"Kill…"_

A violent shiver travelled across his body, and he turned back to look at the girl he held. With the gentleness of a dove, Peter laid Gwen Stacy on the floor, where her arms rested at her sides and her hair curled around her peaceful face. She looked like an angel trapped in a deep and tranquil sleep, although the wound on her ribs made her seem more like an angel that had been shot out of heaven. He took one more moment to soak in both her beauty and her emptiness. Then, closing his eyes, Spider-Man slowly rose to his feet.

"It was you," he whispered between his teeth. His voice trembled as he spoke. "You did this."

Peter could hear the chimera begin to approach him, but he didn't turn around. Not yet.

"Why?" he asked as fresh tears welled up in the corners of his eyes. "Why did you do this? Why did you do this…?"

But the monster simply grinned. _"Kill…"_

It was then that something inside of Peter Parker went off. Something inside of his being suddenly snapped right in half. Because in that moment, in the stand off between himself and the monster who had stolen away his hope, the thing that Peter had been subconsciously suppressing, unknowingly controlling, and carefully restricting from ever securing dominance over his mind, body, and soul was suddenly let loose. The savage side of himself, the primal spidery core of his being that had been slumbering beneath his skin all this time, had now been awakened—and, upon detecting Peter's unbalanced state, took full advantage in seizing him. For as his rage began to consume him, as did The Other, and Peter felt it break free of its bondage and overtake him. Spider-Man whirled around, his head hung low and his clenched fists trembling at his sides.

"You killed her. You _killed_ her. How could you? _How could you?"_

Suddenly, the chimera lunged towards him, its crimson fangs honing in on his throat and its eyes wild with hunger and excitement. But The Other had him now. It was in control. And it, just like the beast that stood before him, was out for blood.

Peter Parker suddenly jerked his head up to stare straight at the chimera, who was skittering towards him in slow motion. His eyes had gone from chocolate brown to blood red as if he was being possessed by a demon_—_which, in a sense, he was. His face was contorted with rage. In a flash, Spider-Man bolted right at the humanoid arachnid, yelling with lunatic fury and moving as fast as lightning. The man inside the beast looked into the boy's malevolent eyes in the split second before they collided, and a terrible fear suddenly overtook him, but it was too late. Spider-Man leapt into the air, raised his fist, and brought it down hard against the monster's carapace.

_SHINK._

The sound of flesh being pierced reverberated through the air, bounced off the walls, and echoed through every room of the house.

The chimera roared in agony, flailing its limbs around and scrambling across the carpet floor to get away from its attacker. Peter wrenched his arm backwards, and a spray of blood came with it, which sprinkled his face with flecks of red. The Other was unfazed, however, and flung his arm forwards again. The sickening noise of the beast's body being stabbed over and over and over and over haunted the atmosphere. The horrendous scene cast eldritch shadows across the floor, and the creature's blood splattered across the walls to create ominous, crimson murals. On the far side of the room, Aunt May finally stirred from her sleep, although it took her a while to fully recover.

_"You killed her!" _Peter screamed, his vicious assault not ceasing in the slightest. His eyes were soulless. His heart was numb. Everything inside him that made him human was gone.

With a final cry of pain, the chimera's thick legs gave out from underneath it, and the beast collapsed to the ground with a heavy _thud. _Its body gave a few violent twitches, streaking the pool of blood gathered beneath it across the floor, before finally going still. The chimera was obviously downed, but Spider-Man continued his attack, alternating between each fist as he struck the beast's mutilated form again and again. Why hadn't he killed this man on that cold night back then? Why did he let him live? Why couldn't he have just ended it, right then and there, so that this could never have happened? If he had, Gwen wouldn't be gone. She'd be alive right now, smiling that beautiful smile of hers while he held her close and stared into her hypnotizing eyes. Stark had been right. Why hadn't he killed him then? Why was he so weak? Why? _Why…?_

"Peter?"

A voice suddenly spoke from behind him, but it did not penetrate his animalistic mind. His attack persisted, despite the fact that the chimera was already dead.

"Peter? Peter_ stop!_ What are you doing?"

When Spider-Man ignored them once more, he felt a hand lay gently on his shoulder. Peter's instincts overtook him, and he whirled around, lashing out with his fist and yelling with rage.

_CLANG._

Stunned, Steve Rogers had thrown up his vibranium shield just before being impaled. He stumbled backwards, nearly tripping before Natasha caught him. The rest of the Avengers who had filed in behind them absorbed the ghastly scene, then stared at Spider-Man with shock.

"Spidey?" Tony exclaimed disbelievingly, flipping up his mask. "What the hell is wrong with you?"

The boy standing before them was not Peter Parker. He was something else, something wild and bestial. His eyes were a vicious red color. His head was low, his shoulders were hunched, and he stood as if poised to strike at any moment. His arms were flexed at his sides with his hands coiled rigidly. Stark was slow to soak in the beast who stood before him, taking a fearful step backwards, when his gaze fell upon the teen's wrists.

"What…what is that?" Natasha breathed, helping Steve back to feet. Captain America peeked reluctantly from behind his shield, eyes wide.

Protruding from both of Spider-Man's wrists, where his web-shooting slits normally were, was what appeared to be a pair of long, sharp stingers. They were dark in color, and the blood of the dead chimera dripped off of them in thick, crimson droplets. Steve swallowed uneasily as he watched the red streams slither down the jagged projectiles, then slipped off his mask and took a cautious step forwards.

"Peter, it's us," he told him carefully, holding out his hands. "Just calm down, son. It's alright."

Spider-Man breathed in raspy, maniacal gasps, crossing his stingers over each other and curling back his lips like an animal. His canine teeth appeared as though they had elongated and sharpened. The blood of his victim was spattered across his face, and he looked ready to claim another.

"Stark, what's happened to him?" Rogers asked over his shoulder. "Why's he gone all red-eyed and crazy like before?"

Tony shook his head helplessly. "I don't know. Jarvis said it was activated last time because of the Scorpion venom reacting with some chemical is his DNA. Maybe another chimera bit him or something…?"

Narrowing his eyes, Steve took another step towards him, his movements exceptionally slow, but Tony could see Peter assuming a threatening stance. He thought back to when Spider-Man had been sick in his home. Even in his cadaverous state, after being taken over by whatever was possessing him right now, Peter had managed to almost break his arm with his bare hands. As he was now, with his mind controlled by this monster and with all the powers of Spider-Man at its will, this thing was more than capable of killing them and countless others. Spider-Man had to be stopped, _right now,_ before he could hurt anybody, and before this got to the point where Stark would have to take drastic measures.

In that moment, Spider-Man let out a savage hiss and lunged straight at Captain America. Steve raised his shield in alarm, but Peter was much faster. One of his wrist stingers slashed across Steve's bicep, and he yelped in pain before jamming his shield forwards, which Spider-Man dodged with ease in a quick backflip. In response, Clint readied his bow, Thor raised his hammer, Natasha poised her fists, and Tony powered up his repulsors.

"Steve!" Stark cried, grabbing Rogers by the shoulder and wrenching him behind himself. Captain America fell to the ground between the Avengers' feet, gripping his arm in agony as a terrible numbness began to settle over it. Startled, Tony whipped back around to face Spider-Man, who was crouched low to the ground and boring his blood-red eyes clean through his own. Stark gritted his teeth, and his palms began to glow. "Come on, kid. Don't do this. Don't make us do this. Get a grip on yourself."

Peter slowly rose to his feet. It was obvious that nothing they were saying was getting to him. He lumbered forwards, his steps clipped and unbalanced as if he were a zombie. His fangs curled out from behind his lips, glistening threateningly, and his eyes flashed with homicidal desires. He was going to strike again. Natasha, fresh out of all her devilish toys, held up her fists as sweat beaded down her forehead. She recalled the time on the Helicarrier when he had summoned the spiders to attack the S.H.I.E.L.D. agents, and even though it was only to save both of their lives, the powers he had demonstrated that day were daunting. Watching those people be swarmed by thousands of little arachnids had been one of the most terrifying things she had ever witnessed, despite her long years spent in the wake of countless unspeakable horrors. The memory sent chills down her spine, and made her all the more terrified of the monster that stood before her.

"Peter, please," she implored, flexing her fingers with her eyes locked on his hunkering form. "We don't want to hurt you. Just snap out of it!"

Deaf to their pleas, Spider-Man bared his razor-sharp fangs and released a growl from deep within his throat. Then, like a bolt of lightning, Peter rushed right at the Avengers, shrieking as if he was deranged animal and staring them down with his soulless eyes. Tony sucked in his breath, realizing he had no options left but to defend himself and the rest of the Avengers from their teammate. He gingerly raised his fist, preparing to shoot Spider-Man with a taser blast.

"Wait!" a woman's voice suddenly wailed, and Tony's eyes switched to where the voice had come from. A frail women was standing just beside the dead chimera, and right behind a psychotic Peter Parker, whom he somehow hadn't noticed until now. Just as Spider-Man had taken off, she'd reached out and grabbed his hand, and the boy stopped dead in his tracks. Peter instantly whirled on her, growling ferociously, and Natasha sprang forwards.

"Mrs. Parker!" she called out, shaking her head back and forth frantically. "Stop! Don't! Get away from him!"

Despite how terrified she was, May ignored her demands and stood her ground. She stared into the blood-red eyes of her nephew, whom she had raised as her very own son since he was merely a child, whom she had played with and fought with and laughed with and cried with, whom she had taught right from wrong even into his late teenage years, and was torn to see how that boy was missing from the person who stood before her. Tears welled in her soft eyes, but she did not flee.

"Peter?" she whispered, still clutching onto his blood-soaked hand. "Darling, it's me. Aunt May. I—I don't know what's happening to you, dear, but it's okay. It's alright, honey. I'm here. Please, just come back to me."

Spider-Man leered straight through her with a demonic flash to his eyes. Sweat dripped off his face, the splatters of red that peppered his skin washing off in the steady flow. He took a step towards her, hissing furiously, and Stark, knowing what was coming, aimed his palm at his back.

"May! Watch out!"

In that instant, May Parker pulled her nephew towards herself, tears flowing down her cheeks, and wrapped his skinny body in a fierce hug. The Avengers all froze, stunned by the woman's almost insane fearlessness, and none of them knew how to react.

"It's okay, sweetheart. It's okay. I'm here. It's alright."

Her eyes were squeezed shut, and her withered hands were wrapped around Peter's body as if he'd drift away if she ever let him go. Spider-Man stood there, his weaponized arms once poised to plunge through another victim suddenly falling slowly to his sides. Somehow, someway, the familiar voice and warm embrace had penetrated his mind clean through the savage spider side, and had managed to rekindle the fading humanity that still lingered within him. Tears began to gather in the corners of his blood-red eyes and were soon dripping down his face in slow streams. His vision began to clear up and focus on the world around him. Irritated with its endeavors being cut short but otherwise satisfied with its work, The Other released its control over Peter Parker and tucked itself back into the snuggly corner of his being, entering into its foreboding dormancy once more. Spider-Man blinked a few times as the red faded from his eyes, and he felt himself slowly return to reality. With the return came the awful pain which he had wanted so desperately to escape from, and as the truth set in once again, Peter slowly slipped to his knees, and his aunt dropped carefully to the floor along with him, her arms still hugging him protectively.

"Aunt…May?" he choked, his throat aching with every syllable. Peter stared down at his hands, which were lying limply against the carpet. His eyes took in the long, bloody stingers protruding from his wrists as they began to slip back underneath his skin. They looked like jagged spears created out of crystallized blood, and once they had completely vanished inside the flesh of his arms, all that was left of their existence were two holes in the fabric of his gloves. His hands and forearms were completely drenched in blood that was not his own. The dead tarantula chimera lied motionless before him with its thorax torn to shreds and leaking thick, crimson ooze. He ran his tongue across his pointy teeth just before they morphed back into their normal shapes, then stared down at his loving guardian, who had still yet to release him. He hung his head low, and was overcome with emotion. He wept quietly as she held him, his shoulders shivering and his tears falling onto her back.

"I'm sorry…" he sobbed, just lying there and letting her cradle him like a little kid. "I'm so sorry…I'm so sorry…"

"It's okay, Peter," Aunt May replied gently. "It's alright. I'm here."

The Avengers lowered their weapons, relief flooding over them as they realized Peter was no longer a deranged monster and that they wouldn't have to gun him down. Aunt May hugged him a moment longer, rubbing his back, then finally peeled herself away, her hands still resting on her nephew's shoulders. She didn't care if he was some kind of dangerous super-being. She didn't care that he was Spider-Man. Peter was her son, and she was with him for everything and through everything. She wiped at her eyes, then ran her thumbs across Peter's cheeks, smiling in spite of herself that he had returned to her.

"Everything's fine now," she told him firmly, rubbing his arms. "Everything's fine."

The Avengers cautiously approached the two seated on the floor, then stood around them at a polite distance. Steve clutched onto his semi-paralyzed arm, his teeth gritted. Tony wiped his forehead with the back of his metal hand and puffed out his cheeks.

"Damn, Spidey. Is this a regular thing for you now? Becoming a red-eyed nutcase and scaring the living crap out of_ everyone?_ If so, I think we should invest in a Spidey-specific shock collar."

"Please don't do that ever again," Natasha pleaded. "Seriously, don't."

"I am glad that you are back to normal, Man of Spiders."

"You really mauled the hell out of that chimera," Clint noted, eyeing its butchered form as he spun his bow around his wrist casually. Steve flexed his stiff fingers with effort as the feeling in his arm sluggishly started to return.

"Geez, kid. What the hell did you do to my arm? It feels like it's asleep or something." He shook his limb around sporadically, then stared down at his slouched form. "And what happened to you? What caused you to turn like that again?"

It was then that everyone noticed that Peter was still crying quietly to himself, and had yet to meet any of their gazes. He was gripping his face in his bloody hands and was bent over his lap. He just sat there, weeping bitterly. Stark scratched at his temple a bit uncomfortably and shared a look with the others, who all had the same puzzled expression on their faces, before crouching down beside him. Aunt May seemed a bit confused too, for she had released his shoulders and was staring at him with concern in her eyes. Iron Man chewed on the side of his cheek before finally speaking.

"Hey, kid. Don't be such a crybaby, alright? You just went a little crazy is all, like Bruce does sometimes. We'll work it out later. No need to get all worked up. It reflects bad on our badass Avengers reputation, you know?"

Aunt May gave him a fierce glare, and he flinched a bit before releasing a heavy sigh. "I mean, just chillax, alright? I don't know what tipped you off this time, but whatever. It's done with, and we've got bigger issues to address, so just take a minute to cool yourself off so we can get down to business." He raised his head and glanced left and right, his eyes narrowed a bit. "Where's your girlfriend at, by the way? She called me and told me she was here."

A shudder rippled across Peter's body upon hearing this. Spider-Man released a long and shaky breath, wiped his eyes with the back of his hand, then interlaced his fingers together in his lap.

"She's gone."

There was a silence that enveloped the room. Tony pursed his lips, clearly not understanding the situation.

"Uh…where'd she go?" he asked stupidly. Peter suddenly bolted upright, leering daggers through his head.

"She's _dead _you bastard!" he yelled at him, his voice breaking halfway through the sentence and the words tasting like poison on his tongue. Everyone instantly sobered up, and the shock of his words was evident on all of their faces. He stared up at them for a moment, tears sliding down his face, then dropped his head into his hands, a fresh wave of agony washing over him. His shivering fingers grew wet against his eyes, and his voice trembled as he finally managed to speak. "Behind you…she's lying over there. I…I didn't get here in time. I wasn't fast enough to save her. That chimera, it b-bit her, and now she's—she's…"

Peter began to sob arduously, wrapping his arms around himself as if he was in physical pain and gasping for breath. Aunt May glanced over to where he had referenced, and when her eyes fell on the motionless body, she cupped her hands over her mouth in horror. The others stared over to where Gwen Stacy was lying as well and shared looks of disbelief and anguish. Tony Stark watched Peter cry for a moment longer, feeling like a grade "A" asshole, then cursed under his breath and rose to his feet. He marched straight across the room, stepping over one of the chimera's thick tarantula legs to stand over Gwen's body. He knelt down beside her, his heart aching at the sight of the lifeless young lady, and pushed up her blood-stained shirt, revealing the two puncture holes in her lower ribcage area. The skin around the entry sights was purplish and enflamed, and the two wounds were pooled with blood, but Stark narrowed his eyes as he analyzed the injury, clearly puzzled.

"This wound isn't severe enough to have killed her," he stated, pressing his metal fingers against the marred flesh. "The bleeding isn't that excessive, and it's not that deep. Her ribs stopped her internal organs from being damaged." He turned away from the injury and stared at her face, which was pale white and lifeless. He rubbed at his forehead, then glanced over his shoulder. "Bruce, you in here?"

A few seconds passed before Banner came stumbling out of the hallway, hopping on one foot with half of his leg in a pair of raggedy jeans and no shirt on. "Yeah, sorry. Took me a minute to de-Hulkify. Didn't want to smash through the house, or come waltzing in here all nude." He wrestled himself the rest of the way into his pants, then rushed across the room, snatching his glasses from Clint and slipping them onto his nose before crouching at Gwen's side. Tony rapped on the side of his helmet.

"Jarvis, scan her system for physical trauma."

In response, a blue grid flashed over Gwen's body, and Stark's armor made a humming noise.

"What are you doing?" Peter asked him coldly, rising to his feet. Aunt May stood up with him, but she fell backwards almost instantly, and Peter scrambled to catch her in panicky surprise. She blinked a few times, clutching her forehead in her hand, then let out a weary laugh.

"I'm sorry, dear," she said as Peter carefully placed her on her feet, his eyes full of concern. "After that thing broke into the house, I think I may have fainted. I suppose I haven't quite recovered yet." She closed her eyes tightly, and a look of deep sorrow entered her expression. "The last thing I remember was Gwen yelling at me to run, then everything went dark. I—I'm so sorry, Peter. It's my fault that this all happened. She stayed because she was trying to protect me. If I hadn't been so scared and so weak, maybe she…she could've…"

"Don't," Peter told her with harsh indignation, his hands shivering at his sides. "Don't you dare blame yourself for this, May. Don't you _dare_. Everything that's happened today is because of me. S.H.I.E.L.D. and Oscorp for orchestrating all of this, the chimeras invading New York, the entire city being placed in harm's way, and now…" his voice trembled with every word. "And now _this,_ all because of _me!" _He gripped his head in his bloody hands, agony blanketing him once more, but his eyes refusing to produce any more tears. He couldn't bring himself to cry anymore. He didn't deserve to. The people who had suffered because of his existence were the ones who had the right to cry, not him. He heaved a shivery sigh, his hands falling at his sides once more and his empty, bloodshot eyes rising to look at the ceiling. "I just thought that, you know. Maybe if I got here and found you two okay, that everything would somehow fall into place. Everything would somehow be alright. I thought that if I was able to save Gwen, some way to stop all of this, to fix everything I've screwed up, would just…come to me." He laughed miserably in pure spite of himself, feeling a dreadful hopelessness begin to consume him. "Man, what an idiot I am. What an _idiot. _What an idiot…"

Breathing strenuously, Spider-Man's head dropped to stare into the blood-stained carpet, and he gritted his teeth in his mouth. He had failed everyone. The city, the Avengers, his citizens, the world. And now, worst of all, the people who he loved more than anything. This was what he had become: not a symbol, not a hero_—_hell, not even a _human._ Peter Parker, the amazing Spider-Man, was a failure, a beast, a monster. Why was he ever created?

"Peter."

Spider-Man ignored him. He simply continued to stare at the floor, his eyes lost and dull, wanting more than anything just to be left alone. Maybe for someone to shoot him in the head.

"Peter. Gwen Stacy is not dead."

In an instant, Peter was jarred out of his trance, and he whirled around to face the speaker.

"What? W-what do you mean?"

Tony Stark opened his mouth to reply, but his fancy-speaking artificial intelligence spoke before he could.

_Ms. Stacy's thoracic region has suffered two puncture wounds caused from the chimera's bite. While the injury has caused her to lose a fairly significant amount of blood, the bite wound itself is not life-threatening. The real problem has been caused by the venom the bite injected into her bloodstream. According to my analysis, it appears to be a genetically altered form of Haplopelma hainanum venom. While the organic form of the venom normally acts as a compound neurotoxin for neutralizing the tarantula's prey such as small birds or rodents, this mutated version is acting as a sedative neurotoxin, which has temporarily paralyzed the majority of her body's muscles and has placed her into a sort of shock. Her body entered a coma-like state in order to slow down her heart rate so that the venom would not spread throughout her system quite as quickly, which is why she is asleep and unable to move._

"But…she's alive?" Peter breathed, his voice low and whispery. Tony gave him a slow nod.

"At the moment, yes. But the neurotoxin is slowing down all of her bodily functions. If her lungs or heart or any other organ get too heavily infected, they'll stop working altogether, and then she'll really be gone."

Peter rushed to her side with inhuman speed and laid his hand against her pale cheek. They were faint, barely audible to his sharp ears, but they were there: Gwen's weak breathing and feeble heartbeat. He gasped in astonishment, a spark of hope suddenly igniting in his soul, and he glanced up at Stark with a glint in his eye.

"I hear her heartbeat! She's alive!"

Tony's expression remained stony. "Not for long, though. I have to get her to Avengers Tower. I think I have some of that Scorpion antidote left over in my lab. There's no guarantee it would work, but maybe if I diluted the solution a bit, analyzed the two venoms' components side by side, and ran a few diagnostics, I could whip up something in time to—"

"Let's go, then," Spider-Man demanded before he could finish, sliding his hands underneath Gwen's body and carefully lifting her into his arms. As he did, something slender and glassy slipped out of Gwen's pocket and dropped onto the floor. Taking notice, Stark reached down and scooped the object off the carpet, then held it up in front of his eyes. It was a glass vial with a cork on the end, and sloshing about inside of it was a foggy-looking liquid. Tony narrowed his brow, then held up his hand.

"Hold up, Spidey," he said, never taking his eyes off the vial.

"What do you mean 'hold up'?" Peter countered harshly, already making his way towards the exit. "We don't have time to 'hold up'. Gwen doesn't have time!"

"Jarvis, analyze this serum for me," Tony commanded, allowing his A.I. to scan the substance, then grabbed Peter by the shoulder and spun him around forcibly so that the he was facing him. "Just listen to me, Spidey. Your girlfriend called me up and told me to come down here because of _this." _He held up the tube of peculiar liquid as he spoke. "You know how you said you thought you'd find a way to fix everything if you came here? Well congratulations, _mi amigo,_ you just did."

He dropped the vial into Peter's hand, which he stared at with evident confusion.

"What the hell is this?" he asked, shifting the majority of Gwen's weight into his other arm as he held the tube in front of his face.

"According to Miss Stacy, it's some type of poison she developed that will kill all of the chimeras. If released into the air, the substance will be breathed inside of every organism in Manhattan. But, if everything she said was true, the poison will only affect those with the jacked-up chimera DNA." He frowned slightly. "To be honest, I'm not sure exactly how it all works, but she said she's worked with this genetics hullabaloo in Oscorp for a while now and was very confident that this would work, and that the serum would not in any way affect normal people." He raised his gaze to stare around at everyone else, placing his hands on his metal hips. "I don't know about you guys, but I think this is our best bet. Hell, at this point, I think it's our _only_ bet." He blinked slowly. "What do you think?"

Everyone exchanged worried glances, none more so than Bruce Banner, who stood up beside him.

"I don't like this, Stark. Releasing a biotoxin that we know nothing about across the entire city's population? That's just _asking_ for something to go horribly wrong."

Tony sighed exasperatedly. "If you haven't noticed, Hulksy, everything has already taken a rather horrible turn. I don't know how much worse we could make it."

"I think that accidentally killing everyone with a freaky poison could possibly dampen the mood," Steve retorted bluntly, "even in our already hellish circumstances."

_Diagnostic analysis complete, _Jarvis interrupted them, and all the attention instantly turned to the fancy voice speaking from Iron Man's armor. _According to my evaluation of the serum, everything about it is as Ms. Stacy said it would be. The poison should break apart any foreign species nucleotides from the human ones inside of the chimeras' DNA, basically tearing them apart from the inside, while leaving normal humans completely unaffected. If city-wide distribution occurred, this entire chimera crisis could be solved in a matter of minutes._

Tony clapped his hands triumphantly. "You see? Boom. Jarvis knows what's up."

"I'm still not convinced," Banner grumbled.

"Me neither," Steve agreed.

"Same," Natasha and Clint said simultaneously.

Thor nodded along with them, grinning, although it was pretty obvious he had no idea what anyone was talking about. Stark huffed impatiently.

"Fine. Have it your way, then." Without a moment of hesitation, Tony snatched the vial out of Peter's hand, popped the cork off the top, and tipped it back so that a couple drops of the serum dripped into his mouth. Everyone gasped in shock, their eyes wide as he swallowed the poison down his throat. With a casualness to his movements, he stuck the plug back in, placed his hands on his hips, and smiled at his teammates. "Happy now?"

"No," Clint exclaimed, scratching the back of his head. "Damn, Stark, what the hell is your problem? Do you have some kind of death wish? Now what?"

"Now?" Tony repeated, staring down at the vial in his hand. "Now we just wait to see if I die or not. If I do, I elect Thor to write my obituary. Please make my death sound more badass than me poisoning myself. Throw in something about a co-op mission with Leonardo DiCaprio where some Inception-like BS goes down and I end up falling into a volcano half-naked in southern Armenia. Ad-lib every now and then too, if you're feeling it." He nodded to himself, satisfied, before continuing. "But if I live, which, so far, I'm doing a pretty good job of doing, then _eureka!_ That proves that there's no risk in using this stuff and that we have to try it. We've got nothing to lose." He licked the roof of his mouth and wrinkled his nose, clearly disgusted. "Bleck. This stuff tastes_ awful._ Worse than stale vodka from 7-Eleven."

Peter looked Iron Man up and down, half-expecting him to drop dead to the floor at any moment, then narrowed his eyes. "Okay, so let's say this serum she made works how you said. Hooray and all, but how are we going to spread the poison across the entire city? We'd need something capable of of achieving city-wide distribution in a matter of minutes, something like…the…"

"Ganali device?" Tony finished for him with a smirk. "The one used by Curt Connors to try to turn everyone into giant mutant lizards? Yeah, bingo."

"I thought the machine was destroyed after the Lizard incident," Spider-Man reminded him dubiously.

"Oscorp and S.H.I.E.L.D. alike have their ways with playing outside the rules," Tony stated, shrugging a bit. "Anyway, your girlfriend told me that the machine is still being kept in an upstairs storage unit of Oscorp under some restricted area name that shouldn't be too hard to get through, what with the whole city in a panic and the Oscorp tower likely being abandoned at this point." He held out the mysterious vial for Peter to take. "Once you find it, get it up and running and launch this sucker up into the sky. Aerosolized biochemical toxin all over the city, baby. It'll cloak everything in the poisonous cloud, killing off all the chimeras, and this thing will be over with. All's well that ends well, another successfully ended disaster, just another day in the life of the Avengers. Got it?"

Peter took a step backwards, holding onto his girlfriend tightly. "No. You take the poison to Oscorp and get that taken care of. I'll take Gwen to the tower to get her the antidote."

Tony let out an exasperated sigh and palmed his face in his hand. "Geez, Spidey, why you always gotta make things so difficult? For her sake, let me make this as clear: if you want her to live, you have to let me take her. I know how the antidote works—you don't. I know how to fix it so that it works on her and doesn't boil her insides—you don't. I can get it done in time—you can't. Need I continue?"

"Fine, but I'm coming with you. I have to be there with her in case she wakes up, or if she..." He faltered a bit, "…doesn't."

Stark scratched at his scruffy facial hair, then dropped his hands at his sides. "Look, Spidey. I get it, alright? I get it. But our current predicament doesn't grant you that luxury. Not now."

"Just have Thor do it," Peter suggested, although the words coming out his mouth sounded hysterical even to him. "He can fly up there faster than I can, break into the laboratories, and find the pathogen vaporizing machine before I could blink."

Thor cocked his head to the side. "Tell me, why would the machine be concealed in the lavatories? And what exactly does this vapor raising mechanism look like?"

Spider-Man groaned in frustrated defeat. Tony offered him a sympathetic smile, then held out his metal arms.

"I'll do everything I can to save her. I promise."

Peter stared back at him, knowing well that he would but hating how helpless and dependent he felt. He wanted more than anything to be there for Gwen, to be by her side after what he'd done to her, whether it be for her first waking moments or her final fading breaths of life, but he knew, regrettably, that he couldn't do that. He had a duty to fix the demons he had created, and knew he'd never forgive himself if he didn't resolve this. Gwen was his everything, however. He'd make absolutely sure he was there for her, as soon as physically possible. He had to make this quick.

His eyes grew wet once more, and with a deep hole yawning in his heart, Peter leaned down and planted a kiss on Gwen Stacy's forehead, praying that she could feel all of his presence and love at that moment and that it would carry with her and sustain her life through whatever turmoil she would face in his absence. Then, sighing, he carefully passed her limp form over to Iron Man, who took her gingerly into his arms. Tony handed him the cloudy vial, which was cold as it lied in his palm.

"Thanks, Spidey. Now go save the city and all that. We'll all be waiting at Avengers Tower."

As Peter nodded, Aunt May suddenly marched up between them.

"Hold on, Mr. Stark," she said, pointing at the tube Peter held. "Before that freaky thing burst in here, Gwen told me that this poison wasn't completed yet, and explicitly told me that we could not use it until she had finished it. She said there was, in quote, 'one last bug I have to fix'. Now, I know I'm in no position to lecture you all about this science stuff, but I say you run a few more tests on it before you go spreading this mystery juice across the entire city."

"The serum is exactly as she said it was," Tony restated, "and Jarvis would've detected any mistakes in the toxin's chemical makeup if there were any, which there weren't. I think it's safe to assume that whatever she was talking about is nothing we need to worry about."

Aunt May appeared in no way convinced, with her arms crossed over her chest and her eyebrows furrowed, but Jarvis interrupted their argument before they could continue.

_Incoming call, sir, _he said, and answered it without Tony's consent. Irritated, Stark dropped his face mask down over his head.

"What? Who is this?" he asked curtly. When the familiar voice of a certain super-spy met his ear, however, he was taken back. "Wait…_Fury?"_

Everyone's eyes widened in surprise. They hadn't heard from the former Director of S.H.I.E.L.D. since this whole mess had started. Tony spoke with him briefly, pacing from side to side, then stopped dead in his tracks. "A-alright. Got it. We'll move as fast as we can."

Nick hung up, and Stark stared at the ground for a moment before slowly turning to face the others.

"Fury has been informed that S.H.I.E.L.D. is sending a decontamination team across the entirety of Manhattan. Their agents are going to sweep the city to eliminate all of the chimeras."

Clint perked up. "It's about time! Looks like those assholes are finally taking a little responsibility for their stupidity."

Tony swallowed uneasily. "And…whoever has come into contact with them."

"Wait…what?"

Stark sighed heavily, looking down at Gwen's slumbering form in his arms. "Apparently, Oscorp discovered way late into their cross-species experiments that, while fusing the humans and animals together, some of the bacteria inside of the organisms' bodies was affected by the radiation as well. Therefore, most if not all of the chimeras are carrying some form of mutated bacterial infection, and the species of bacteria varies between each chimera. The bacterias themselves are actually single-celled cross-species; a combination of bacteria from the humans and from whatever animal the human was mixed with." He stared down at the ground distraughtly. "Because there's no homogeneity to the bacteria, there's no single antibiotic to use to combat it successfully. Plus, these are all brand new strains of bacteria that no medical professionals have had any experience in treating. Since there are thousands of possible bacterial combinations, S.H.I.E.L.D. fears that, if not eliminated right now, these diseases will spread beyond Manhattan, and an endemic of various bacterial strains will sweep across the country, maybe even further than that."

Peter stared down at the vast array of bite wounds and scratch marks etched across his body, which were finally beginning to close up, and frowned. "So I assume we're all infected with this chimera bacteria then, right?"

Tony nodded. "Yeah, and so is the majority of the population of Manhattan, which S.H.I.E.L.D. is planning on killing along with the chimeras in order to stop the spread of disease."

An eerie quiet settled over the room. The sound of the chimeras slithering down the streets just outside the house whispered through the walls. Finally, Banner crossed his arms over his bare chest.

"Well, if Gwen's formula works as you said, then this chimera bacteria will be genetically dissolved just like the rest of the chimeras, correct?"

"Exactly," Stark replied, hoisting Gwen more securely in his arms. "Fury said S.H.I.E.L.D.'s army will be assembled to strike in roughly ten minutes. If we can launch the poison before they arrive, we can end this thing without S.H.I.E.L.D. having to go around slaughtering innocent people."

A newfound sense of urgency suddenly struck Peter. He stared down at the vial he held in his hand, then coiled his fingers around it tightly.

"Guess I better hurry, then."

Tony nodded slowly. "That makes two of us." Then, turning around, Iron Man strolled towards the hallway that led to the outside world. He watched the shadowy forms slip through the sinister darkness, then glanced over his shoulder.

"Thor, head over to the west side of Manhattan. Fury's intel told him that the Helicarrier will be depositing the troops somewhere along the Hudson River. If they start deploying, stall them with whatever means you deem necessary. Use your imagination. Got it?"

The Asgardian prince held his hammer high in the air. "Indeed! I shall do as you command with much jubilation!"

"We'll spread the news of what's happening to the press," Natasha stated as Thor sprinted across the room and crashed through the kitchen window, causing Peter to flinch. "Hopefully the Council will see it and stop their attack before it starts. We'll meet up at home base when we're finished."

Stark stepped through the mangled doorway. "See you soon, then," he said, then blasted off the ground with Gwen Stacy in his arms and zipped out of sight in a matter of seconds. Spider-Man ran out on the front porch and stared into the sky, his eyes following the glowing speck of Iron Man's repulsors as he vanished into the night. The sound of his engines soon faded, and Peter sighed dejectedly, rolling the vial of liquid around in his hand. He desperately hoped Gwen would be alright.

"Hey Peter," Steve hollered, walking out of the apartment. He stopped in front of him and held up a bundle of red fabric. "Forgetting something?" he asked with a grin on his face. It was his Spider-Man mask. Peter forced a chuckle and accepted it from him, for he knew he would've definitely left without it. He slipped the mask over his face, marveling at the feeling of the familiar fabric against his skin, then stared down at the ground.

"Thanks," he replied, rubbing the back of his neck. He then noticed the gash across Steve's arm, and grimaced a bit. "Did I do that?"

Rogers glanced down at the cut on his bicep. "Oh. Yeah. When you went all crazy and stuff. But don't worry, it's not that bad. It felt like it was paralyzed for a while, but now it's starting to wear off."

Startled, Peter stared down at his arms where the holes in his gloves were. The skin of his wrist looked completely normal now, with no trace of the giant stingers that had once protruded from them. His powers had never granted him anything like that before. The idea that his body could summon a pair of razor-sharp stingers and fangs that apparently contained some kind of paralyzing toxin gave him the heebie-jeebies. Out of curiosity, however, he tried to make the stingers unsheathe again, but nothing happened. They must be something triggered only by his beastly spider side, whenever it takes control of his mind and body. The memory of the sensation caused him to shudder. He had to be more careful with his emotions. He couldn't let himself be lost to the demon that resided beneath his skin so easily. He had no control of himself or his powers in that state. It had caused him to brutally murder someone, although he knew he would've probably done it anyway even if his savage side hadn't seized him. That man, that_ monster, _had to be eliminated in order to protect the innocent. Despite knowing that it had been a justified killing, he knew that the memory of having intentionally murdered another human being would haunt him for the rest of his life. Although he understood the burden it carried, he vowed in that moment to continue to do everything in his power not to kill, and to never allow The Other to turn him into a monster ever again, for he feared the outcome for the people he cared about would be much worse than a little scrape. A hard slap on his back suddenly jarred him from his thoughts, and he glanced up at Captain America.

"Don't worry about it. Anger can turn anyone into a monster, your case being just a tad more literal than the average, as it is with the Hulk."

Peter chuckled lightly. "I guess so. I'm really sorry, though. I won't let it happen again."

"Sure thing, son," Steve assured him. "Now get going. We're counting on you."

Nodding knowingly, Spider-Man tucked the tube into his sleeve, making sure it was snug and secure, then shot a web-line from his wrist, which latched onto the base of a lightning rod of a neighboring house's rooftop. He got a running start along the sidewalk, then leapt into the air while simultaneously letting loose another bio-cable, which carried him far down the road. The army of chimeras crawled and slithered beneath his feet in a seemingly endless wave. By now, Peter almost felt numb to the bitter cold of the night, although the wind still stung his healing injuries. With a mid-air somersault and another tap on his palms, Spider-Man whipped out of his neighborhood and back towards the bustling city, where the towering buildings glowed with a cheerful twinkle as if to mask the hell that poisoned the streets beneath them.

* * *

><p>Peter broke into Oscorp, avoided the straggling chimeras still lingering in the tower, stole the dusty vaporizer machine out of the hidden storage unit, which he found with surprising ease, then secured it to his back with some web-fluid, all in a matter of ten minutes or so. After that, he slipped out of a shattered window and began crawling up the side of the building. He reached the top, which granted him an unpleasant sensation of deja vu, and his eyes travelled up the recently replaced sky needle that extended from the center of the rooftop and deep into the sky, which was now beginning to turn light. Spider-Man fired a web-line onto the projection and zipped himself onto its surface, then crept the rest of the way up to the platform at the very top. Once there, he unfastened the machine from his back and placed it before himself with a heavy <em>clang<em>.

"Alrighty then. Time to let my inner nerd take over."

Peter worked diligently on the decrepit machine, tweaking and tinkering with the inner workings with patience and expertise. He was quick to understand the machine's wiring and structure, and after a few minutes of tenuous labor, he closed up the body, ran an extension cord down the high-rise, and plugged it into an outlet. The machine began to glow, and a satisfying hum buzzed from within it. Peter laughed in disbelief and crossed his arms, quite impressed with himself.

"Yep, I still got it," he remarked, smirking to himself. "Now the fun part."

Careful not to drop it, Spider-Man slipped the vial containing the poison out of his sleeve and into his hand. He stared down at its seemingly innocuous form for a moment, suddenly realizing the weight of what he was about to do. All of the people that had been turned into chimeras were about to die at his hand. They would breathe in this poison, and drop dead like flies on the street. The power he held suddenly scared him, and he almost considered chucking the vial away and leaving the city's fate for destiny to decide, which, he quickly remembered, would be a mass-murdering bloodbath by S.H.I.E.L.D.'s merciless army. He couldn't allow that. He couldn't let his fear control him any longer. He had to be the one to do it, for that was his burden as a hero. It was his duty to do what had to be done, even if it felt wrong, for the sake of everyone who needed to be saved. He recalled all the people who had been terrified, injured, and killed by the chimeras, and his mind was instantly set straight. He opened the vaporizer machine, popped the cork off the vial, slid it into the launching canister, and slammed it shut. He huffed out his breath, his hands still flat against the closed door, and his eyes wandered to the release button. Peter took a moment to muster up some courage, then lifted his hand and carefully reached towards it. His finger hovered just above the launching switch.

_"Aaah!"_

Spider-Man cried out in pain as he clasped his forehead in his hands and stumbled backwards, nearly falling off the platform. He scrambled away from the edge, gasping in shock with his eyes squeezed shut in agony. Right as he was about to launch the poison, Peter's spidey sense had gone off like a bomb inside his head, striking him out of nowhere and making it feel as though his skull had been split in half. He blinked his eyes as the pain slowly dissipated, sitting against the platform with his head clutched between his hands, and the reality of the situation gingerly settled over him.

"What the hell?" he breathed, staring over at the machine waiting patiently beside him. "What just happened?"

Was what Aunt May had said before been true? Was there something wrong with the poison that his spidey sense was trying to warn him about? He reached forwards once more, slower this time, and the sharp pain crept back into the base of his skull, causing him to jerk back instinctively. He cursed under his breath, growing extremely frustrated, then forced himself to cool down and clear his head. He thought back to what Aunt May had said:

_Gwen told me that this poison wasn't completed yet, and explicitly told me that we could not use it until she had finished it. She said there was, in quote 'one last bug I have to fix'._

One last bug. What bug was she talking about? Stark's A.I. had clearly stated that the toxin would work exactly as Gwen had said it would. It would kill all of the chimeras, and leave normal people completely unaffected. It would disassemble the cross-species from the inside-out, separating the animal and the human DNA and rendering them all dead in a matter of minutes. It would kill all of the cross-species. All of the human-animal hybrids. All of them.

That would include a cross-species between a certain teenage nerd and a certain radioactive spider.

The realization dawned on him in violent rush. The bug was him. Peter Parker, aka Spider-Man, was the bug. Gwen knew that the formula she had created would kill all of the cross-species, including him, and was trying to find a way to fix it until that tarantula chimera had broken into the apartment. She had been looking out for him until the very end. The thought cut him to the heart in a painfully touching way, but the feeling quickly vanished as he realized the position he was now placed in, and the decision he had to make.

Peter knew the choice was obvious. He had to save everyone, even if it killed him in the process. When he had become Spider-Man, Peter had accepted the fact that he might die through his course of protecting the city. That was what it meant to be a hero; it was a sacrifice of self for the sake of others. He was more than willing to lay down his life to save the people of his city. He felt in his heart that it was his duty.

There was just one thing holding him back: the people who had become a part of his life. Aunt May, Gwen Stacy, and now all of the Avengers. He knew how much it would hurt them to find out about his demise, his girlfriend more than anyone. He imagined her being informed of Peter dying from the poison she had created, and his heart ached. It was so unfair, the pain he'd put her through—and this would be just the perfect cherry on top of his heartless crimes against her. That is, if she lived, anyway. Peter sighed heavily, then slowly rose to his feet. He had to do it, even if it broke Gwen's heart, as well as everyone else's. This was the right thing to do. It was the only thing to do.

Spider-Man glanced over to his right. The sun was finally starting to rise. Pink streaks of light were being cast through the clouds, creating a breathtaking painting of vibrant colors across the sky. He watched as the spectacularly orange sun rose to peek over the horizon, which reflected its brilliant light off all the windows of the city's skyscrapers. It was the most beautiful sunrise Peter had ever seen. It was also, he quickly realized, the last one he'd ever see. He couldn't decide whether the amazing sight juxtaposed against the grueling fate that awaited him was poetic or just downright cruel. The realization struck him deeply, and he suddenly felt very torn. He, like many, had always wondered how he would die, and although he'd had his suspicions that it would have something to do with his hazardous occupations as the masked vigilante Spider-Man, he hadn't pictured it would be over something so significant, or so soon. He really didn't want to die. He still had so much life left to live, and so much left to live for. _Seventeen years._ What a short life. He wondered how the world would react when they discovered Spider-Man was dead, for real this time. He wondered how they'd react when his identity was revealed, which he assumed inevitably would be. Hell, how would his _classmates_ react? The thought was almost humorous, and he chuckled miserably in spite himself. But time was of the essence, and he couldn't beat around the bush any longer. He had a city to save.

Peter allowed a slow and quivery breath to slip between his lips, and felt the rising sun's light fall upon his face. It was warm and pleasant, a sensation he hadn't felt in a while. He lifted his hand towards the button, and his spidey sense erupted inside his head once more, causing him to wince. His body's early warning system knew what was happening, and was imploring him to reconsider what he was doing, to abandon his calling and save his own skin, to run away from his fears. But he ignored it, and willed his raging mind to be silent. This was his redemption for all the mistakes he'd made, and he wouldn't allow it escape him. Peter Parker sighed shakily, slid his eyes shut, and forced his shivering hand forwards. His forefinger pressed against the button, and with a _click_, the vaporizer machine launched the poison into the sky, spreading a milky cloud across the entire island in a matter of seconds. As the toxic mist began to drift down over the city, Peter stared across the way where he could see Avengers Tower poking up between the army of skyscrapers. He smiled dejectedly.

_I'm sorry._

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><p><strong><em>:,( so much sadness. I hope I made someone out there cry, muhahahaaa! I can almost taste it, guys. The end of the story is almost upon us! Well, maybe. You know me and how fantastic I am with sticking to a plan...haha. With the pace that I'm writing these chapters at, however, it's obviously going to be awhile. But hey, I said it before and I'll say it again, I WILL finish this story. That is inevitable! Anyhippityhoodah, I'll try to write chapter 24 ASAP! It's also...quite...sad...sorry again in advance lol. I love you all and thank you as always for supporting this crazy story o' mine. Maybe write me a review? Any and all feedback from you guys just lifts my spirits and makes me want to write even more and even better, so know that you taking the time to support my story is soooo much appreciated! Enough griping by me, love ya'll! Ch.24 coming soon! :D :D :D<em>**


	24. Chapter 24

_Disclaimer: I don't know about you, but I'm feeling twenty-twooo and don't own dun dipity doo (meaning nothing)_

_**Yay another chapter! See, this one didn't take me too long...although it was hard to write...cuz it's so sad. I've come to realize that being a writer literally means you have to become this evil puppet master over these poor, defenseless little characters and that you basically throw as much crap as you can then see how long they can survive. Which is weird, cuz I love Spidey :,( but hey, that's what basically every story is. Conflict and all that. So yeah. Also got really sad about this chapter...like, REALLY SAD. Be prepared...love u guys. :)**_

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><p><em>Chapter 24<em>

_Good morning, America. As most of the world is aware by now, we've been following the catastrophic events that unfolded last night across the island of Manhattan. A wave of thousands of mutated monsters invaded New York and attacked the civilian population, leaving hundreds dead and thousands of others injured. These monsters have now been confirmed as the test subjects of illegal experiments conducted on humans and animals by the organizations Oscorp Industries and The Strategic Homeland Intervention, Enforcement, and Logistics Division or S.H.I.E.L.D.. These two corporations are being held responsible for all casualties and damages caused by the monsters and are under investigation for further criminal activities, and have been shut down by the government for the time being. As for the city itself, we are relieved to have just been informed that the threat has now been eliminated. Around 7 a.m. this morning, it would seem that some sort of aerosolized toxin was released into the air and spread across the entire island, which appears to have killed off all of the mutated creatures but has thus far had no effect on people. There have been reports that the toxin was launched from the top of the Oscorp tower by Spider-Man using the same machine he used to counteract the biochemical agent released by Curt Connors during the Lizard incident that occurred earlier this year. The masked vigilante was seen leaving the area shortly after launching the toxin and was headed towards Avengers Tower, where it is our knowledge that the rest of the Avengers are gathered at this time. Spider-Man appeared as though he was injured. The people of this city as well as the rest of the world are in Spider-Man's debt once more for his amazing heroics and unbridled bravery, and it is our prayer that he along with the rest of Avengers are alright, and that they will continue to protect __the world from any future threats that it may face. More updates on these developing events to come, including how NYC's clean-up crew plans to deal with all of the monster carcasses littered throughout the city and the extensive collateral damage… _

Peter swung down the street with his hand clasped over his mouth and nose, trying to hold his breath for as long as possible in between the quick gasps he had to inhale to avoid passing out midair. The poisonous vapor was now enveloping the city in a foggy cloud, causing the atmosphere to feel thick and heavy. Peter had almost convinced himself to just lie down quietly and let himself die right there on top of the Oscorp tower, but had suddenly been struck with a feeling that he owed the Avengers and Gwen one last visit from their friendly neighborhood Spider-Man, if only to say goodbye. It seemed a bit cruel, dropping by just to inform them that he was about to be pushing up daisies, but Peter felt he deserved to be a little selfish, considering the circumstances. He hoped that holding his breath in long intervals would grant him enough time to do so. He just really wanted to give his team the proper farewell they deserved. As he thought back on it, it was strange how quickly Spider-Man and the Avengers had gone from a predator-prey, bitter enemies, I-hate-your-guts-type relationship to now a sort of companionship united under a common goal. He supposed he could call them his friends, for that's what they were to him, really, despite them being so much older than him, but that seemed like such a childish term. He liked "teammates" better, and to him that position almost carried more value. He wished he had more time to get to know them all beyond just their fighting styles and pointblank personalities. He wished he had more time in general. As Spider-Man zipped between buildings and down roadways as fast as physically possible, his eyes wandered to the streets below, where the sea of chimeras lied. He watched in horror as the poisonous cloud settled over them and, slowly but surely, the creatures began to cry out in agony, soon filling the entire city with their ominous melody. They stumbled around for a while, gasping and choking on the thick fumes, until finally they began to collapse against the pavement, writhe a bit, and going still. It looked like a long, slow, and incredibly painful death. So Gwen's serum was working. Every turn he took he found another army of chimeras falling victim to the toxins, and a terrifying shudder rippled down his spine. He hoped for a moment that by some miracle the poison wasn't going affect him, but his wistful thinking quickly died as the insides of his throat and nose began to burn. Against his will he was racked into a fit of coughing, which he tried to stunt with his hand against his mouth, but to little avail. The city began to grow hazy and blurred to his stinging eyes, and his muscles started to weaken. He had to hurry. With effort, he forced himself onward, until finally he came upon Avengers Tower. Peter flung himself at the tower and fired a web-line near the top of the building. But his aim was diminishing along with the rest of him, and the web didn't even reach the tower's surface. He gasped out loud as he realized he was careening uncontrollably towards the glass, and he flailed helplessly through the air before bracing for the unavoidable impact.

* * *

><p>"Have you seen the streets, guys?"<p>

"Yeah. Those things are beginning to drop left and right."

"I guess Peter got the job done, then."

"Wait, so did S.H.I.E.L.D. call back their 'decontamination' army? Or are they still going ahead with their attack?"

"Thor and I explained to them the situation, and after the poison was launched and the chimeras started dying, they called a ceasefire. They were awfully begrudging about it, but I think Manhattan is finally safe from their idiocy. For now, anyway."

"I still can't believe that serum actually worked. How the hell did she even make it? She's, like, twelve years old."

"Sixteen, Banner. And speaking of that, how is Ms. Stacy holding up?"

Tony Stark looked up from where he sat monitoring the young lady's slumbering form, grabbed a rag off the table, and wiped his perspiring forehead with a sigh. "I don't want to sound too optimistic, but her body seems to be responding well to the antidote. While I can't say anything for sure, I think, after a bit more treatment, Gwen Stacy should be—"

Suddenly, in an avalanche of shattered glass, a red and blue figure crashed through the window and slammed against the floor, rolling far across the room and sending millions of tiny shards flying in every direction. The Avengers all flinched back in surprise, hiding their eyes and faces from the glass with their hands, then gingerly peeked between their fingers at the figure sprawled across the floor. The boy let out a groan, and Stark, after realizing who it was, couldn't help but laugh out loud as he hurried to his side.

"Well hello to you too, Spidey. You sure know how to make an entrance. You do realize there's a door on the balcony, right?"

Tony spoke with a mixture of surprise and amusement in his voice. When the others had recovered from their shock and noticed the familiar vigilante's skinny form as well, their hands dropped from their faces, and they, too, had to stifle their giggles. Steve followed alongside Tony, and the pair of them crouched down to help a flustered Peter Parker sit up. When he didn't stand right away, Cap hoisted him all the way to his feet and gave him a couple slaps on the back, forcing a weary Spider-Man to support himself and causing him to wince.

"What the hell was that about?" Tony asked him with a chuckle. "Did that bug brain of yours make you forget that windows exists and that you can't just fly right through them?"

Scrounging up his already depleting energy, Peter laughed lightly in spite of the situation and dusted himself off a bit. "No, no. I…uh, my web-shooters malfunctioned."

Tony crossed his arms with a smirk on his face. "Yeah, well, I'd bill you if you weren't broke. How much money do you and your aunt make exactly?"

Peter rolled his eyes, and Stark laughed again, causing him to receive an unamused look from the majority of the people in the room.

"Ha, sorry. Speaking of your aunt, she's downstairs sleeping on the couch. I think she's had enough excitement for one night, as have the rest of us."

"Yeah, and I think I've had enough of pulling all-nighters," Natasha grumbled. "This would be me and Peter's second time in the last week, and I'm just about ready to take a week-long nap."

Spider-Man managed a grin, but he noticed that the hole he'd made in the tower was causing the poisonous gas from outside to seep into the room. He couldn't exactly keep himself from _breathing_ any longer, so finally, with his starved lungs feeling as though they might shrivel up inside of him, he sighed in exhausted defeat. The toxin now flowed directly into his lungs, and its hazardous effects struck him almost instantly. A sickening pain suddenly blossomed deep inside of his body and began expanding rapidly through his system. His stomach ached horribly and his muscles felt like they were being liquefied. Peter's bones seemed brittle and shaky all of a sudden, and his skin felt like it was burning. A shiver ran through him as he realized what was happening. He was being unwound from the inside out. His DNA was being ripped apart at the seams, the spidery parts of him splitting right from the human ones at the molecular level. The sensation was absolutely agonizing, and it erupted inside of him so much faster than he was prepared for. He had to speak quickly, for he was out of time.

"Hey," he said, clutching his chest, "is Gwen…?"

Tony smiled knowingly. "Her condition is stable for now. I whipped up an antidote to counteract the venom that seems to be working. She's nowhere near one hundred percent, but I think it's safe to say that she's going to be alright."

"And, thanks to you and Gwen, all the chimeras are dying as we speak," Banner stated, folding up his glasses and sliding them into his pocket. "S.H.I.E.L.D.'s decontamination team was stopped, the media and government have been made aware of everything that's happened (including who's to blame), and soon the city will be thoroughly swept to find any remaining injured civilians, as well as to clean up all the cross-species carcasses."

"It seems like this whole mess is finally starting to clear up," Clint noted with a relieved sigh.

"Yeah," Steve agreed with a grin, "it's about time."

"Looks like the Avengers have done it again," Natasha added, twirling her finger in the air and speaking with a mockingly happy-go-lucky tone. "I feel like we should have a group hug or something."

"No thanks," Stark chuckled, throwing the rag over his shoulder and staring out at the glowing sun now slowly rising above the city. "You all smell _awful._ A simple 'go team' will do."

"This has been a valiant win for the Avengers, and for the people of Midgard," Thor exclaimed triumphantly, crossing his arms over his chest. "Stories will be told of this day: how Earth's Mightiest Heroes saved the New York from evil's grasp once more."

Everyone chuckled at this, exchanging glances of exhausted amusement, and all utterly relieved that the battle was finally over. Peter stared around at his jubilant teammates, feeling the poison creeping deeper inside of him with every breath. He had done it. _They_ had done it. They had saved New York, and although it had been at a heavy cost, it was finally over with. It was done. Finally, Spider-Man spoke, his gaze dropping to the floor.

"That's all great, guys," he said weakly, unable to express how happy he really was that Gwen was okay and that everything that was wrong had now been fixed. The world felt as though it was swaying underneath him. "That's really…great…"

Peter's shivering legs suddenly buckled underneath him, and he fell to the floor, landing on his hands and knees. He gasped in pain, his entrails feeling as though they were cooking inside of him. By now, however, everyone was already busy joking and laughing merrily with one another as they all headed over to the bar area once Stark began pouring glasses of champagne to celebrate their victory. They drank their drinks, chuckled over their wide varieties of bruises and bite marks, and talked about their many strange endeavors of the night. But after a minute or so, someone finally noticed him sitting as he was on the ground. Steve, politely refusing his beverage, seeing as to him it was just a boring liquid with a bitter aftertaste, caught a glimpse of Peter down on the floor as he leaned against the bar island while chatting with Clint. Slightly puzzled, the super-soldier frowned and walked away from the rest of the group to stand in front of him.

"Peter?" he said, his bright blue eyes narrowed a bit. "What are you doing down there? Are you okay?"

Spider-Man's frail form trembled as the toxin laid siege to his body. He coughed harshly, then simply shook his head in response, his face downcast. Very concerned all of a sudden, Rogers turned back to the others.

"Hey guys," he called out, his demanding voice instantly capturing all of their attention, "there's something wrong with Peter."

All now eyeing the masked vigilante collapsed on the ground, their merriment was deterred a bit, and they strode towards him with haste in their steps. The Avengers encircled Spider-Man, somewhat confused.

"Spidey? What's the deal? You aren't still rattled by the window thing, are you? Don't worry—I did it once too, you know, through that exact same window. The shock of realizing how stupid you are for pulling such a stunt wears off pretty quick." He laughed out loud to himself, taking a swig from his glass, but when he looked down to see that Peter was not laughing along and had yet to move from his feeble position, his comical demeanor quickly faded.

"Hey, Pete?" Natasha said, her voice evoking a sudden worry. When he didn't respond again, she marched forwards and crouched beside him. "Seriously, what's the matter with you? Are you alright?"

Spider-Man was suddenly dragged into another violent coughing attack, which caused him to curl his body against the ground and dig his fingers into the floor. His fit was interrupted by him feeling something bubble into his throat, and after a bit of gagging and choking, Peter tore off his mask in his shivering fingers and vomited up a terrifyingly large amount of blood. In that moment, the blissful joy of the Avengers' victory vanished, and was instantly replaced with a startled fear for their young teammate.

"Peter!" Steve cried in terror, dropping alongside the teen who had collapsed flat against the floor and was lying face-first in the bloody pool. He and Natasha lifted him up and placed in him a sitting position, holding him upright with their hands on his back and shoulders. Spider-Man blinked his eyes in a haze, his vision bleary but still able to absorb the six terrified faces of his comrades that were staring back at him. He sputtered a bit, wiping his mouth with the back of his hand, then gazed down at the bloodstain he'd left on the ground.

"Sorry. F-forgot to tell ya'll," he choked out. "Ran out of time…chimeras everywhere, S.H.I.E.L.D. attack coming. Had no choice."

"What are you talking about?" Natasha asked him demandingly, her fingers gripping tight to his shoulders. "What choice? Why are you spitting up blood, Peter?"

Spider-Man swallowed laboriously, then heaved a shivery sigh. The truth sucked royally to be living out at that moment, but he knew it would suck even worse being spoken out loud. And yet, he felt it was only fair that they know everything that was happening, or whatever he could sputter out in time before he met his fate. He owed them that much. Peter clutched his burning stomach in his gloved hand, his teeth gritted, then forced himself to raise his head and look his teammates squarely in their eyes, his voice throaty and ragged as it left his lips.

"Guys…" he said, somehow weirdly amused by how oblivious they were, "I'm a cross-species."

His words hung in the air like an ominous fog, creating a sharp tension in the already rigid atmosphere. He watched as his words slowly began to sink in, and as the horrifying realization struck each and every one of the Avengers, Peter continued to speak.

"The poison…it's affecting me…just like…like the rest of the chimeras," he explained fragmentedly, his pain growing broader and intenser as the seconds ticked by. "I couldn't let the city…let anymore people die. Not when…not because of me…" He turned away from them, unable to look at their appalled expressions any longer. "I'm sorry, but…I had to."

Banner shook his head slowly. "No…oh no…how didn't I…?"

"No..." Natasha breathed, laying a hand over her mouth. "Peter…you don't mean that…how could you…?"

"You damn _idiot!"_ Stark suddenly yelled, throwing his glass against the wall and sending tiny sparkling shards and alcohol flying across the room. Peter jumped with a start, glancing over to where the beverage had shattered and watching the champagne drip down the wall, then looked back at Tony. The man stood with his back to him, his fists coiled at his sides and his shoulders heaving as he breathed coarsely. Then he suddenly whirled on him, and Peter flinched once again. "What the_ hell_ is wrong with you? Why would you do this? Why would you do this to yourself? _For the love of_—why are you so hellbent on being such a _dumbass?"_

Spider-Man blinked a few times, not sure how to answer. This wasn't exactly the reaction he had expected, although he hadn't really known what to expect at all. Tony leered at him furiously for a moment longer, his face contorted with anger, but his devastated eyes betrayed his rage, and he turned back around, shaking his head and staring down at the floor.

"You…launched the poison? Even though you knew this would happen?" Steve asked him quietly, trying to keep his voice composed but unable to hide how torn he was. "Even though you knew that it would…kill you?"

Peter stared down at his trembling hands resting in his lap, the remaining color in his face beginning to drain away. "Yeah. I only came back…to make sure Gwen…and everyone…alright. And to…y'know…say goodbye."

A tortured silence engulfed the room upon hearing this. Natasha slouched her shoulders low, biting her lower lip, and Peter noticed with surprise that she had tears gathered in the corners of her eyes. She stared straight at him, gripping onto his arms, and spoke in a voice overflowing with frustration and anguish.

"How could you do this, Pete? How could you just throw your life away like this? You're…you're just a _kid, _Peter! And don't you understand that you _mean _something? To us, and to them, the people of this city? Don't you get that? What about Gwen and your aunt, Peter? You're everything to them! You aren't like the rest of us; you have people who need you, you don't owe anything to anyone, and you don't have any red on your ledger. Why the hell do you think it's okay for you to just commit suicide like this? You don't have a damn clue what you're doing right now!"

Spider-Man was a bit taken back, as their harshness seemed somewhat unnecessary when considering the situation. But he supposed he couldn't blame them, really—this _was _pretty cold of him. Still, he couldn't help but smile feebly.

"You're wrong…about that," he told her with a chuckle, then stared around at the rest of his teammates. "I'm no different from you guys. I know…you all know that…you'd do the same…if you were me." Peter smirked weakly. "And don't start pulling that…'you're too young' crap. It's a little late for that."

Spider-Man coughed violently into his hand once more, his whole body screaming in agony, then stared into his palm. A dark splotch marred the center of his glove, and he released an unsteady sigh. "I'm sorry, guys. I shouldn't have come here. I know it's unfair…and I…I knew it would suck like this…"

"No, don't say things like that," Banner told him firmly, but Peter continued his half-conscious rambling.

"I'm such a jerk. I just…I guess…I don't know. I just…I felt…that…t-that…I…"

He was fading now, although it was by no means calm or peaceful. His whole body was on fire. His blood curdled and boiled in his veins, and his insides were disintegrating. His skin felt like it was peeling from his flesh and being singed with branding irons. He could feel his sporadic heartbeat pounding in his head, but it was beginning to slow. His vision waned in and out of focus, and he felt his head fall forwards, but Natasha's hand under his chin lifted it back up forcefully.

"Peter?" Tony said, who was now sitting beside him. His voice had lost its furious edge. "No, no, no. Come on, kid. Don't give out on us."

"Don't give up yet," Natasha demanded fearfully. "We won't let you."

"Please, my friend, do not leave us! Live, Peter Parker!"

"Just focus on keeping your eyes open," Steve told him with a pained helplessness in his voice. "Come on! Peter?"

Despite the anguish he was in, Spider-Man laughed out loud—weakly, but sincerely. He was grateful for their persistence, but at the same time pained that they wouldn't just accept what was happening. Then again, had _he?_ His laughter didn't last, however, for the agony suddenly consumed him once more, this time reaching a horrendous fever pitch. This process of being biologically undone was unbearably painful and drawn-out, nothing like the tranquil passings in all of the story books he'd read or the movies he'd seen, and it took all his willpower not to beg Thor to slam his head in with his hammer or something just to end his misery. But then he realized, in that moment, that this was it. He was dying. These were his last moments of life. Soon, both Peter Parker and Spider-Man would be just a memory of this world. For some reason he'd believed he would been more okay with dying, as he'd sort of been in his tangle with Scorpion a while back, but something had changed in him since then. For even now, while bearing the worst agony one could imagine, Peter found that he didn't really want to do die. Wow. He _really_ didn't want to die. The realization only made the pain that much worse, and struck him with a sudden panic. Unfortunately, however, he knew it was a little late for second-guessing his decision. His time was up, but at least everyone he'd put in harm's way was safe now.

"Sorry, guys," he choked, his once super-human body finally giving out on him. "T-thanks, but…it's finished. We did it. Everyone's safe, thanks to…to us." He grinned feebly, his pain suddenly feeling very numb and dull, like a far-off ache that seemed to be slipping away along with the rest of reality. "Thanks for making me…an Avenger…even…if it was…short-lived. Don't miss me…too much…"

He stared up at the bleary shapes of his comrades, watching the world around him blur into a spiraling swirl of colors, and with very slow and shivery movements, Peter lifted his hand up next to his head, laid his fingers against his temple, and with a chuckle, he gave his teammates one last small, pitiful, but otherwise goofy-looking salute.

"…just make sure…you don't forget…your friendly…n-neighborhood…Spider…Man…"

In that moment, a final breath slipped between his lips. Then, quietly, Peter's eyelids fell shut, his smile faded, and his hand dropped lifelessly to his side.

A sickening silence veiled the tower. Warm sunlight poured in through the shattered window, and the screams of the chimeras below had finally ceased. Everyone stared down at their young teammate, their eyes brimming with tears as he went limp in their arms, and a terrible disbelief blossoming in their hearts.

"Spidey…?" Tony uttered, palming his forehead and closing his eyes tightly. "Oh, gosh. No…"

"It can't…he can't be…" Natasha whispered, cradling his head in her hands.

"Spider-Man…?"

"No. Come on, please. Please, kid, open your eyes."

"Peter…no…"

The fallen hero made no response. It seemed, in that moment, a hopelessness had fallen upon the city, as if it knew of the great loss the world had just suffered. Everyone's heads hung low, and their shoulders slouched in heart-wrenching sorrow. A chilly breeze drifted into the room.

Then, as quick as a wink, Bruce Banner suddenly reached out and grabbed Peter's hand, gripping the kid's wrist tightly in his fingers. Wiping their misty eyes, the Avengers looked over at him, all mildly confused.

"Banner?" Natasha said, her voice shivering and her face flushed a light red color. "What are you…?"

"Gwen Stacy is just a high school student. Not even a legal adult yet," he stated out of nowhere, his eyebrows furrowed in deep thought as he turned Peter's hand over, revealing the holes in his gloves that his stingers had created. "How could she, out of everyone else, conjure up a serum to kill all of the chimeras, especially in such a short time? She's obviously a smart girl, but how is it that neither of us or any of the scientists of Oscorp or S.H.I.E.L.D. were able to figure it out before she did?"

Tony moved his hand off his face. "What are you getting at?" he hissed at him, his voice edged like a razor. This didn't seem like the time to be discussing this.

"I'm saying that I think she was able to do it because she knew that Peter was a chimera," he explained. "I bet she had some of his DNA available, and used _that _as a base to create the poison. None of us idiots were smart enough to remember Peter was a cross-species, but she did. So if the poison _does_ have Peter's DNA in it, that means the components of his blood are in it, including the unknown chemical in his blood that caused him to react to the Scorpion venom. Maybe, if the chemical inside of his blood along with the surplus of poison inside his body were to react with the venom like before—"

"—he'll go berserk again?" Clint finished for him, although his voice hinted no amusement whatsoever.

"No," Stark stated, putting the pieces together. "Well, yes, actually. His spider side might take over like before, causing him to go crazy, but that might actually be exactly what we need to happen. I think his spider side taking control could save him—rapidly fixing his deteriorating body like it did the night he woke up after the Scorpion attack. I think that's how he survived Scorpion's venom in the first place!"

Without wasting another moment, Tony scrambled across the room to where Gwen was sleeping, snatched up the bottle of Scorpion venom sitting on the nightstand, and placed it into one of the multiple openings in the wall, which he slammed shut hastily.

"Jarvis!" he cried, his hands flat against the wall. "Refine the venom down to the single unidentified component. The—the one that reacted with the chemical in Spidey's blood from before!"

In a flash, the vial was sucked up through the tube into Jarvis's analysis chamber. Then, after what seemed like hours but was really only about thirty seconds, the bottle returned to him with a small amount of black liquid inside of it. Tony grabbed the vial, scooped up a syringe off the table, and sucked up the fluid into the barrel.

_Sir, _Jarvis stated cautiously, _I must warn you that mixing the virgin substance with his blood could—_

"Shut your trap, Jarvis," Stark yelled, rushing to Peter's side and grabbing his arm. "I don't care if it might kill him. He's basically already dead now anyway. We've got nothing to lose."

_No, sir, _Jarvis insisted._ I was saying that if the reaction did revive him, it would likely be at the cost of his bestial persona seizing dominance over his being. He would probably turn savage and inhuman, just like the rest of the chimeras._

Tony froze, holding the needle just above the lifeless boy's body. He knew how awful that could be, for if he did go nuts and savage Spider-Man somehow ended up attacking the city, instead of dying the heroic savior that he was, he would have to be killed as a psychotic feral murderer. Peter would never want that, and it was a not the death Spider-Man deserved. Still, as he sat beside him, staring down at his young companion's paling face, he couldn't bring himself to just give into fate. Not yet—not when there was still a chance.

With an unsteady sigh, Stark curled his fingers around the syringe, then raised his arm back just behind his head.

"Stark?" Natasha began, still holding Peter's head in her lap. "What are you—?"

Gritting his teeth, Tony suddenly slammed his fist against Spider-Man's chest, stabbing the needle directly into his heart and causing everyone to jump. He pressed down on the plunger, injecting the venom concentrate inside Peter's body.

"What the hell, Stark?" Steve cried, gripping his chest. "You can't just stick someone in the heart like that! The puncture will bleed him out!"

"If his heart's slowed down or stopped entirely, injecting it anywhere else wouldn't pump it through his body fast enough," Tony explained, drawing more of the black liquid into the tube. "If this works, his healing factor should fix it before that happens." He ripped off some of Spider-Man's sleeve and injected more venom into the vein on the underside of his elbow.

"But if his heart's stopped, it's not going to pump through his system no matter where you inject it."

Tony injected the rest of the serum into his other arm, then glanced over his shoulder.

"Thor," he hollered, "electrocute Peter's heart with your lightning, _now."_

The Asgardian prince appeared startled. "I beg your pardon? That is extremely dangerous, as my godly powers could fry his tiny mortal—"

"Dammit, you _royal alien asswipe,_ just do it!" he barked furiously, giving him a harsh shove, and Thor stumbled forwards hesitantly. He stared down at the unconscious hero, then at the hammer he clutched in his fist, then sighed loudly.

"I do hope this doesn't injure him further," he stated nervously, crouching down beside him and noticing the skin on Peter's arms was turning a familiar purple color. With careful movements, Thor laid Mjölnir against Spider-Man's chest, gripping the handle tightly in his fist. Then, with a thought, he summoned the unearthly powers bestowed upon him, and an electric current travelled through the hammer and right into Peter's heart, causing he and everyone else in the room to jump.

…

…_wha…?_

"Again," Stark demanded, kneeling beside him. Cringing, Thor electrocuted his heart another time, making him convulse sporadically. Bruce laid his hand on Peter's neck. After a few moments, he felt a weak _thump_ against his fingertips.

…

_…__ow…ugh…what's…happening…?_

"Stark, just stop…" Natasha whispered, turning away and wrapping her arms around herself. She couldn't watch this any longer.

"No, don't!" Banner suddenly cried, pulling his hand back. "It's working!"

Surprised, Thor shocked him again.

_…__ow!_

_Ugh, what…are you doing?_

The unbearable pain began to creep back into him. He could feel The Other beginning to reawaken.

"One more time," Bruce told Thor.

_No! Wait! Stop! I—I can't control it!_

Gripping his hammer firmly in his fist, Thor delivered a final shock to Peter's weary heart. As it slowly began to thump to an off-steady beat, the pure foreign substance began reacting with the large quantity of chemical buildup in his blood, as well as with the poison spread thickly throughout his whole system. Almost instantly, the monster inside of him began to stir from its curt nap with a vengeance, and panic swelled in his heart.

_Stop! No! I promised I wouldn't let it take me! Not again…not again…please…_

But he couldn't stop it, and as his heart began to quicken and steady in pace and his near-dead body began to turn back on, a shudder ran through him.

"That's enough," Banner snapped, and Thor took his hammer off of the boy's chest. The intensity of the atmosphere made the air seem still. Spider-Man laid on the floor, his face pale and hollow, as the Avengers watched him intently. Nothing seemed to be changing. His body was motionless and silent, and many of his friends lowered their sullen gazes. Then, slowly, Peter's chest began to rise and fall, and a breath slipped from between his lips. Everyone instantly dropped to the floor beside him.

"Peter!" Natasha cried, laying his head in her lap again. "Are—are you okay?"

Spider-Man's fingers twitched in response, and everybody shared hopeful looks with one another. But as they stared back down at his thin frame, now heaving with life, something didn't feel right. Something felt off in the situation. There was a uneasiness lurking in the air. His expression stern, Banner leaned down and laid his fingertips against Peter's neck once more, staring at his seemingly lifeless face and feeling the now rhythmic thumping of the teen's heartbeat.

"Peter? Peter Parker, are you there?"

Spider-Man laid unresponsive for a moment longer. Then, with sluggish movements, his eyelids carefully slid open, and he stared right at Bruce's surprised face. Bruce jumped back instinctively, and a gasp travelled across the room. Peter was alive!

But, as his eyelids slowly peeled back, the eyes revealed underneath were not those of Peter Parker. They were the blood-red eyes of a demon, a monster—aka, the eyes of The Other.

Spider-Man's body suddenly convulsed violently, and he let out a cry of agony. The unbearable pain crashed upon him once again, only now it seemed so much more direct and intense. The Avengers all flinched back in surprise, but they did not flee from his side. Not this time.

"Peter! It's alright!" Steve tried to tell him as Spider-Man rolled onto his side, gasping. But Peter knew it was _definitely_ not alright. The beast inside of him was trying to take control of his being again, only now it felt as though it was separated from him, like the poison had split him right down the middle into two warring personas: his human side and his spider side. And now, as he laid in the torturous throes of the battle, he realized that there had to be a victor. This time around, his savage side would not simply overtake him for a few minutes, wreak a little havoc, then quietly settle back into its innocuous dormant state. This time, if it overcame him, it would claim total dominance over him. Peter Parker would be entirely erased from existence, and The Other would be the new owner of the mind, soul, and body left over. For good.

Spider-Man's eyes flashed between the gentle brown and vicious red as the internal war raged on. The jaggedly-edged stingers hidden inside his wrists repeatedly sheathed and unsheathed from his skin, and his fangs threatened to regrow out from his canine teeth. His blood felt like lava flowing through his veins and his insides were boiling. He couldn't believe how much pain he was in. Why had they done this to him? Why had they forced him to come back? He had been so close to being free of this agony, and then they just _had_ to go and yank him right back into it at the last possible second, didn't they? And, as he was now, he was a danger to everyone. Spider-Man stared up at the multiple faces looking down him, his eyes glazed with a terrible desperation.

"It's too much! I c-can't control it!" he cried, arching his spine against the floor with his fists clenched tight and his whole body shivering tremendously. His heart ached as it pounded against his ribcage. "P-please! I don't want it to take me! I don't want to hurt anybody! It's too much! Please, just—just _end _it!"

_"No,"_ Tony Stark stated adamantly, somehow knowing that Peter would say something like that. Peter Parker was a lot like himself, he realized: fiercely intelligent, a technological and scientific genius, always boasting a rather sideways brand of humor, but otherwise willing to sacrifice himself to save people's lives. He remembered the fear he had felt when he had flown that nuke into the wormhole a long while ago, knowing well that these could be his final moments, and he was cut to the heart for the suffering kid lying before him. He grabbed his wrist and slammed it against the ground, doing his best to hold it there with his mediocre strength. "We aren't going to do that. You're not going to take the easy way out like a pathetic little pissant. You're going to fight it, and you're going to be _fine._ Do you hear me?"

"Just stay calm," Natasha told him, pressing his shoulders to the floor forcefully. "You've gotten through this once before, you can do it again. You're strong enough."

"Don't let it beat you," Clint warned him fiercely as he held down his leg. Thor held down his other one with his superhuman strength, which would've seriously hurt if Peter wasn't so distracted by the rest of the terrible pain he was in. Steve Rogers pressed Spider-Man's other arm hard against the ground, even he barely managing to keep the thrashing hero still.

"We won't let you turn," he assured him, his voice steely, "and we won't let you try to kill yourself, either. Not again." The super-soldier thought back to when he had decided to fly the Hydra airship into the Arctic. What was actually decades and decades ago felt as though it had only happened yesterday. Willingly careening into the icy ocean below while the person he loved spoke frantically to him over the radio had been the most substantial yet terrifying moment of his life. His near-death experience had been quick and painless, however. He had gotten off lucky with the whole "Capsicle" thing preserving him to be unthawed in a later time. But Peter's sacrifice came with absolute and total physical and mental torture, and he felt terrible for making him bear through it now a second time. But none of them could give up on the kid. He had a strange effect like that—leaving everyone he encountered full of hope, even in the darkest of times. "We're here until this is over with, Peter. Just hang in there a little longer."

Banner dropped beside Tony and helped him hold his other arm down, his eyes shadowed with a fierce pain as he watched the boy struggle against the monster inside of him. "Focus on what makes you human," he instructed Peter carefully, speaking from many long years of experience. He knew the fear of having a beast residing beneath your skin poised at any moment to strike again all too well. And he understood the terrible sensation of everything you were being consumed, turning you into a monster. It was a nightmarish experience that he could never forget, and he had to live every day fearing and guarding against its reoccurrence. His heart ached for the kid as he spoke. "Hold onto it. That's the only chance you have at overcoming this thing. We don't want you to die, Peter, and neither does anybody else. And I know for a fact that _you _don't want to die. Am I wrong? _No, _so don't give up yet!"

He was right about that. All of them were, and he wished he could make his understanding clear. But he was unable to through the veil of his suffering, and it's not like he could just _choose_ not to die—simply deciding to not allow this beast turn him into a killer that had to be euthanized for its own good and for the safety of everyone was not a switch he could just flip on and off with a thought. And yet, as he laid there, his flesh a war zone between the brutality of The Other and the weakness of his humanity, with the hands of his teammates holding his convulsing body against the ground so that he wouldn't injure himself or anyone else, a sudden feeling of power swept over him. He didn't want to die. He didn't _need_ to die. He could overcome this thing and live on past this. He could stay an Avenger. He could stay Spider-Man. He could stay Peter Parker. He could see Gwen and Aunt May again. He could survive.

Finally, with every ounce of strength left inside of him, Peter fought the beast. He battled back against his savage spider side, trying with all his might to suppress the darkness threatening to engulf his mind, but The Other was powerful. It struck back at him with incredible rage, causing him to gasp in agony and for his eyes to flicker back to a bloody crimson color. But he wouldn't let it have him, and with a shout of anguished determination, Peter retaliated against the monster, transmuting the anger that once triggered The Other to awaken into now what he used to push it back down. But as the two clashed for total supremacy for almost a solid minute, the vessel they each were fighting to seize became utterly burnt out. Peter's body couldn't handle any more stress or strain, and just as Peter's seizure-like state reached a maddening ferocity, the Avengers were surprised to feel his movements suddenly slow down. His limbs went still beneath their firm grips, and they watched as his flashing eyes sluggishly slipped shut once again. A sharp fear quelled in all of them for a second terrible instance that morning.

"Jarvis," Tony called with hesitancy in his voice, "is he…?"

_No, sir, _Stark's A.I. replied quickly, _Spider-Man is not deceased._

A wave of relief rushed through the room. They slowly lifted their hands off of his body, which was still shivering gently.

"He got through it," Steve huffed unsteadily, running his fingers through his hair. "I…I can't believe it. Damn. What a trooper."

"Yeah! Spidey finally beat that two-faced, bipolar, MPD asshole," Clint exclaimed, trying to hide how shaken he really was. "How does this brat always manage to pull through like this?"

"That means he did it, right?" Natasha said hopefully. "He overcame the poison, and whatever the hell his 'savage side' is? Everything's okay now, right?"

_Not necessarily._

Taken back all of a sudden, everyone stared at the ceiling, their eyebrows knitted in confusion.

"What do you mean, 'not necessarily'?" Stark asked warily, grabbing his rag and dabbing at the fainted teen's sweaty forehead. "What's the problem now?"

_It is unclear if Mr. Parker actually conquered his animalistic persona, _the artificial intelligence stated simply, and Tony swallowed the nervousness wedged in his throat.

"So you're saying that he didn't overcome the monster?"

_No sir._

Stark frowned. "So you're saying he_ did_ overcome the monster?"

_No sir._

Officially exhausted of patience, Tony threw his hands up in the air. "Well, hell, what _are_ you saying Jarvis? Did he overcome it or not?"

There was a eerily long pause before the A.I. finally replied.

_I suppose we'll have to wait until Mr. Parker awakens to find out._

* * *

><p><em><strong>hehehehee I'm evil. For real people, you seriously think that I, the crazy spider-man fan, would actually KILL HIM?! NO! Okay lol I admit I kinda made it seem like that for a while, but NO. Spidey lives! B-but...is it really Peter? I'm a moron lol. Omg guys. GUYS. The end is so close I can almost taste it! But, I kinda don't want it to end. It's gonna be so sad...but also happy. Oh well, whateves. We still have a few chapters left so yippee! Anyhoo, maybe write a review if you're feeling it. All your feedback is so much desired and appreciated! Chapter 25 out soon! :D<strong>_


	25. Chapter 25

_Disclaimer: Drop it like it's hot and I don't own it_

_**Merry late Christmas and Happy almost New Year! Dang, it's been so long since I've posted a chapter. I is sorry, but yeah, super busyness, as per-freakin usual with me and the holidays. I'm actually right in the middle of a bball tournament right now haha, so that just adds to it. But hooray, finally finished chapter 25! TBH, I feel like a lot of you aren't going to like what happens near the beginning and then right at the end of this one. Idk, maybe it's just me, but I can almost taste the ranty reviews coming my way. I love them though, so please go right ahead :) I like both and have been planning both since the beginning of my story, but I know the fact that the first is different from the storyline of the comics will rub ya'll the wrong way. So sorry if that's the case. The second rant-worthy thing will follow into the next chapter, and I dunno, some of you will be like me and enjoy it, and others will just be annoyed by it. Oh well, can't win em all! K, shutting up now. ;)**_

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><p><em>Chapter 25<em>

Peter was sprawled out against the cold surface beneath him, his muscles shivering, his eyes shut tight, and his entire being feeling like one gigantic, festering bruise. The world around him was dark and feverishly lucid, and the air seemed to whisper with mysterious howls and moans, barely audible as they ghosted past his fragile form. With effort, Peter tried to push himself off the ground, his limbs quaking as they tried to support his broken body, but just as he began to rise, something slammed into his side, harsh and powerful, that sent him rolling far across the unearthly terrain until finally he skidded to a slow and painful stop, moaning. As he forced himself to sit up once more, his movements sluggish and unstable, a bone-chilling laugh suddenly tore through the air from behind him, and he turned around.

_"__Had enough yet, Peter Parker?" _an alien-like voice cackled, raspy and sinister, yet somehow familiar. Out of the milky darkness, a figure strolled before the collapsed hero, its movements seeming almost unnaturally fluid. Peter slowly stared up at the thing standing over him, his breathing ragged and his head fuzzy. He didn't understand. He had beaten The Other. He knew he had. He had overcome it. The internal war had lasted for what felt like a century: he and the brute, simply wailing on each other in a fierce fight to the death. And yet, despite the monstrosity's sheer animalistic brutality and instinct, with the encouragement of his teammates and his will to survive for them, Peter Parker had come out on top. He had won. Just to make sure he hadn't somehow imagined the entire toilsome battle between he and the phantom beast, his gaze wandered across the eldritch landscape and fell upon the collapsed creature. Its motionless form was still lying silently where he had last struck it down, adding further to Peter's confusion, when suddenly its body dissipated into the air, becoming a shimmery fog, which drifted over to Peter and settled upon him like a blanket of eerie mist before seeming to melt into his skin and vanish entirely. A shiver coursed across him as this occurred, for it felt as if the fog had seeped directly into his veins, which enriched him with a newfound strength, but not one that he was unfamiliar with, and certainly not one powerful enough to prepare him for whatever it was standing over his crippled form. What was this thing? _Who _was this thing? Peter lifted his gaze to stare at his terrifying opponent, his body and voice shaking but his eyes stony and unwavering.

"No," he finally replied weakly, curling his fingers against the floor, and he was instantly rewarded with a round-house kick to the temple, which rattled his skull as his head slammed against the ground. Gasping in pain, he laid as he was in a shivering heap, his arms lying limply upon the foreign terrain and his diaphragm heaving strenuously with every breath. The shadowy figure tsked repeatedly, shaking its head back and forth, then crossed its arms.

_"__You just don't know how to give up, do you?" _it asked, watching the boy's chest rise and fall in unstable waves. _"Just submit to me, Peter. Let us be one again."_

Peter coughed hoarsely into the ground, his feeble form arching into a rigid semi-circle, until finally he managed to open his eyes, which were cold and bloodshot. His enemy sat in front of him in a crouched position, obviously grinning, but Peter's hazy vision was having trouble decoding its blurry face. The battered teen glared at the figure, trying his hardest to focus.

"I don't…understand…" he murmured, his pulse pounding in his brain. "I thought I…?"

_"__What? You thought you were in the clear? You thought after beating up 'The Other,' as you call it, you'd finally be free of your monstrous persona?" _A cold cackle rang in Peter's ears, causing him to wince. _"Sorry, Petey, but you're not getting off that easy. And anyway, round two's about to begin, so unless you willingly_ _decide to __take me back, I'll beat you into submission!"_

Peter blinked at him with a panicky confusion suddenly rising in his throat. "What…do you mean?" he asked, forcing himself to sit up. "The Other's gone…did you not see? It dissolved into nothing after I beat it. Doesn't that mean that I've rid myself of it once and for all?"

In response, the figure shoved Peter back to the ground with a violent kick, causing him to sputter in surprise and wince painfully from the impact. Still shadowed from his foggy vision, his attacker loomed over him, its foot planted firmly against Peter's heaving chest. A slippery mischievous entered its voice, dripping with disturbing satisfaction.

_"__You're kidding me, right?" _it chuckled, leaning down on one knee. _"We both know that's impossible, Spidey. The Other is an inseparable part of you now. It has been lying dormant inside of you since you became Spider-Man; the Scorpion venom incident just gave it the kickstart it needed to be activated, as well as drastically enhancing it along with your abilities. The point is, The Other is imbedded into your genetic coding, just like that spider DNA. You can't just mentally 'defeat' it to remove it. You've just made it clear, for now anyway, who's in charge. But what you don't seem to understand is that The Other is the source of all of your powers: it_ is _your power, your spider side, what has made you into the 'hero' you are now, and to rid yourself of it entirely, if you could somehow achieve such a feat, would end up getting rid of all your powers, or maybe even killing you. Catch my drift?"_

Peter couldn't believe what he was hearing. "What…?" he breathed, trying to comprehend his enemy's terrible words. "Are…are you telling me that I'm stuck like this _forever?_ That for the rest of my life, I constantly have to fight to keep this damn monster from taking over me? All day, everyday, I'm going to have this—this _beast_ inside of me, waiting to strike out at my weakest moments and use my powers to hurt the people I love? Is that what you're saying?"

The figure shrugged carelessly and snorted. _"Sure, if that's how you want to see it."_

A coldness settled over him all of a sudden, and Peter's head dropped back against the ground as he stared into the deep black sky expanding endlessly above him. It couldn't be true. It couldn't be true. He was burdened with this monster _forever?_ No matter where he was, who he was with, or what he was doing—Peter would have to be on guard, on his toes, and on edge to make certain that his animalistic persona couldn't seize control of him and use him for its devilish purposes. His weary heart and exhausted mind would never have a moment's peace. He'd have to keep his emotions in check at all times. He would never feel comfortable, never feel safe, and would lie awake at night a restless, terrified soul. Perhaps he'd go insane. He seriously believed he'd lose his mind if this was the only life he had to look forward to. How could he possibly survive like this?

And then a thought came to him. In two short, alliterated words, the sudden realization struck: Bruce Banner. _Bruce Banner: _aka, the Other Guy, aka the gigantic green rage machine, aka _the Hulk. _Peter Parker, the amazing Spider-Man, would not be the only one dealing with this problem, would he? Just like Peter, Banner was burdened with a monster living within his flesh, poised to reveal itself at any moment, only his, he quickly remembered, was _so much worse. _His beastly side was a monstrous, one-ton mountain of savage rage, rippling muscle, and sheer unstoppable power, and could be activated by the smallest of triggers. From what Peter had experienced thus far, he could maintain his control of The Other rather easily, with only extreme spikes in emotion and apparently Scorpion juice ever succeeding in tipping him off. If Banner had lived on for so long after his accident, even managing a positive and humorous attitude through everything he had been through, and then still finding a way to use his power in any way he could to do good for other people, then Peter Parker could somehow do the same, couldn't he?

And then further Peter thought. Back yet again to that night in the restaurant, where he had fought that drunken lunatic. Even before The Other had been awakened inside of him, Peter had completely lost it after that man killed that woman and nearly killed Emily, causing Spider-Man to almost beat him to death with his bear fists. He had been under no influence of some beastly entity—Peter had become a monster out of an anger and rage that had already existed inside of him—inside of _everyone._ Everyone harbored the ability to become a beast, after all, when pushed far enough: the many furious criminals he'd fought over the last year, the cruel and paranoid people of S.H.I.E.L.D. and Oscorp, and even Natasha with those two S.H.I.E.L.D. agents she would've murdered, if Peter hadn't stopped her. It was just as Steve Rogers had said: _Anger can turn anyone into a monster._ Perhaps it wasn't just he and Banner who were having to fight to keep the beasts inside of them at bay. Perhaps everyone had a battle warring inside of them; everyone had their own demons to keep subdued, whether big or small, deadly or trivial, literal or metaphoric. Everyone had to fight the pull of their deep, selfish, animalistic desires, and maybe that wasn't such a bad thing. That's what separated people from beasts. That's what made people strong. And, in all sincerity and truth, Peter suddenly realized that that's what made people_ human._

This was not something only he was having to deal with. Sure, his case was probably more severe than most, and a bit more tricky to keep in check, but it was nothing greater than what every other human being on Earth was having to struggle with, and there were plenty of others who had it _much_ worse than he did. So what if he had a monstrous spidery persona occupying his being, lying at the ready to overtake him whenever possible. He could live on despite this. He'd find a way to, just like Bruce had. And, just the same, he'd figure out how to use the power the monster gave him to help people in whatever ways he could, and on any scale. In that moment, the massive weight that had been burdening him for so long suddenly seemed to lift from his chest and alleviate his weary heart. A heavy sigh escaped him, and for the first time since this whole Avengers fiasco had begun, Peter experienced a feeling of relief, and acceptance.

The moment didn't last long, however, for the shadowy figure standing over him pressed its foot down hard against Peter's chest, causing him to gasp and for his mind to be dragged back into reality (well, if that's what you'd call wherever the hell they were). Peter grappled at his attacker's leg, trying to snap its ankle with his powerful grip, but his fingers appeared to sink deep into the thing's flesh without ever finding purchase on any bones whatsoever, and without lessening intense pressure upon his ribcage in the slightest. This guy felt as though he was made of jelly. Thick, organic, incredibly strong _jelly. _When none of his efforts to escape succeeded, Peter leered up at the dark form looming over him, his eyebrows narrowed.

"You said…you weren't The Other, right?" he said breathlessly as the incredible bizarreness of the situation struck him. A terrible confusion crept into his expression. "If you aren't The Other, then who the hell are you? _What_ the hell are you? Why are you here?"

A maniacal cackle tore from its throat and vibrated in Peter's skull, causing goosebumps to flare up from under his skin. The figure leaned in close, coiling its fingers around Peter's neck. A hideous grin played across its lips, and, to Peter's horror, his eyes finally focused on its face.

_"__I'm you,"_ the creature stated. Peter just stared at him blankly.

"What?"

The figure drew closer. _"I'm you. You are me. We are the same." _

Peter blinked. But it _wasn't_ him. It didn't look anything like him, minus its toned body shape. This—this _whatever _it was that was standing over him, breathing excitedly and digging its claws into his throat, was definitely_ not _Peter Parker. Its whole body was a sickly inky black color, as if it were made of a sludgy oil concoction. Its skin was sticky and slimy to the touch. Peter stared into its eyes, which really didn't look like eyes at all, and suddenly felt very afraid. They were large and wide, taking up the majority of the surface area of its face, and a disturbingly empty white color. It had no pupils that he could see. But the worst—the absolute _worst _physical feature of the creature looming above him that made him cringe to look upon, was its _mouth_. It's lips curled back all the way up past its eyes as it grinned viciously down at him, making its smile far wider than any natural smile could be, like that of the Cheshire Cat. Its gums were a disgusting, fleshy red color. And its_ teeth. _Well, they were more like daggers than teeth. Long and jagged and unbelievably sharp, like an entire mouthful of deadly fangs, and they made the sinister creature's grin all the more unnerving. A sickeningly long and snake-like tongue slipped between its teeth and hung just above Peter's face, strings of saliva scissoring between its fangs and threatening to drip between Peter's eyes. Peter flinched away in disgust, wrinkling his nose and gritting his teeth.

"I…I don't think so," he croaked, failing to keep his voice steady. "What makes you think that—?"

_"__When the cross-species poison tore your DNA apart, I was created,"_ the creature hissed through its teeth. _"After The Other managed to piece you back together, I remained inside of you, as the byproduct of the temporary genetic separation you experienced. Your blood mixed with the poison and the Scorpion venom made me, which means that you and I have the same DNA. We are the same."_

Peter swallowed laboriously. This freaky monster thing…was _inside _of him? His body had somehow created it? Just the thought of that gave him chills and made him want to puke a little bit, but then something even more puzzling dawned on him.

"Wait," he began, pulling at the claw latched onto his throat with no success. He felt like he was going to choke to death. "If you're the same as me, and I created you, then why are you attacking me? What's your problem? Shouldn't you be on my side?"

_"__I'm only attacking you because you won't take me back!" _the creature hissed, flicking its tongue back and forth. _"I am you, Peter! We are one! But you won't take me back! You've changed, just as I have, and I hate it!"_ A genuine pain had entered its voice, and Peter suddenly realized why it was so familiar. To his horror, the monster was speaking with a skewed, alien-like version of his own voice. Peter shook his head helplessly.

"I don't—I don't know how to—"

_"__That's why I have to fight you, because you're fighting me! We have to be one again Peter! We have to, or I'll die!"_

Its face suddenly became outraged, and out of nowhere the beast slammed both of his shoulders down against the ground, causing Peter to yelp. He squirmed beneath its weight, fighting to escape, but his body felt stiff and weak for some reason, rendering him unable to move. All at once, the atmosphere changed. He did not feel like he was caught in the limbo of his conscious any longer. Instead, everything became painfully and horribly real. The claws digging into his throat, the weight upon his chest, and his terrifying immobility at that moment. A cruel desperation was laced into its words as the creature whispered demonically into his ear.

_"__We have to, Peter. We need each other. We will be one again, even if I have to force us to be_."

It was then that the beast's body started melting. Its oily flesh began to drip off of its form and stretch towards Peter's thin frame, like millions of tiny, wriggling worms just itching to crawl all over Peter's skin and give him the worst case of the willies he could possibly imagine. A single drop of squirming black liquid splattered across his forehead, and instantly the organic substance began to expand across his flesh. Peter's eyes went wide.

"No! Wait! What are you—?"

A blood-curdling screech suddenly ripped from the creature's throat, spraying Peter's face with saliva and causing his ears to ring. Its inky skin began to spread across his own, slowly encasing his entire body in the slimy matter and drenching him in a sickening iciness. Panic instantly seized him, and he struggled to wrench free of the beast's grasp. Then, to his absolute horror, the monster stretched its jaws wide, its teeth glistening menacingly, and descended its gullet over Peter's face. Peter couldn't contain the scream of fear that escaped him as his head was completely swallowed, although his terrified voice was instantly choked silent. The vile black substance poured into his mouth and crawled down his throat, making him gag and sputter and screech in unimaginable terror all at the same time. It was all over him now: stretched across his limbs, coiled around torso, engulfing his face, and now invading his insides. He couldn't move, he couldn't see, he couldn't_ breathe. _A panic like nothing he'd ever felt struck him, and he didn't know what to do other than to lie where he was, screaming in dulled agony and writhing helplessly. Surely this thing was going to consume him alive from the inside-out, or worse.

_BEEP! BEEP! BEEP! BEEP! BEEP!_

The shrill screech of what sounded like an alarm going off suddenly rang in his ears, muffled through the slimy film encasing him but otherwise audible. Almost instantly, the taut strength of the black substance stretched across his body went limp, and a shriek of agony reverberated across his skin. The thinly-spread creature suddenly shrunk away from his flesh, jerking and squirming in pain. The goop in his system scrambled out of his throat, and the rest of the liquid fell from Peter's body. Realizing his sudden freedom, Peter frantically wrenched away from the howling puddle of sludge, coughing and hacking and shivering all over. The obnoxious scream of the alarm continued ceaselessly, and the wriggling monster twitched in agonized rhythm to the repetitive beeping.

_"__Aaaagh! It hurts! It hurts! Make it stop!" _The black sludge crept across the ground with sporadic movements, hopping farther and farther from Peter's feeble form. _"Dammit! I'm not strong enough! Not yet—not yet! Aaaaah!"_

As he took a moment to recover, the sensation of his lungs filling with air rather than sticky, squirming goop feeling incredible, Peter shuddered violently, then glanced to his right. Out of the oily black pool, the monster's sinister face slowly reformed, its thick tongue whipping back and forth and its eyes wide and terrifying. A light appeared in the far distance, growing brighter and harsher by the second, and the inky creature began to scramble towards it, its body fighting to reshape itself but the sound of the alarm appearing to not allow it to do so. Just as the freaky beast was about to vanish into the intense brightness, it whirled around, its voice furious and edged like a razor.

_"__I'll be back for you, Peter Parker!"_ it roared, cringing as the boisterous chime continued. _"I'll be back for you once I'm stronger! Then, finally, we will be together again! I promise you, we will be one!"_

The dastardly black creature let out a ferocious bellow of pain and anger. Then, like a serpent in the grass, its slippery form slithered into the light, and the horrifying monster was gone. Peter sat there for a moment, his eyes wide and fearful as the shadowy demon disappeared, its ominous last words hanging heavily in the atmosphere. Then the light washed over him, and he let out a gasp.

_BEEP! BEEP! BEEP! BEEP! BEEP!_

"Aaaah!"

Peter Parker was ripped from his sleep in a violent rush, his whole body jerking sporadically as consciousness struck him like a punch in the gut. His heart was pounding rapidly inside his chest. An alarm from the machine he was hooked up to was blaring wildly beside him, incredibly loud and shrill to his sensitive ears. He was a sweaty, feverish mess, his forehead beading with heavy droplets that slipped off his face and onto the pillow under his head. His breathing was sharp and frantic, and he stared around the room in a frenzied panic. He recognized where he was somehow, but only barely, and that wasn't enough to calm him down.

Instinctively, Peter tried to sit up, but found to his horror that he could not. Startled, he stared down at his skinny form, which was still donning his tattered Spider-Man costume, and discovered that his wrists and ankles were strapped down to the bed he was lying on, keeping him securely restrained in place. The realization sent a new wave of panic crashing on top of him, and he couldn't help but try to wrench himself free. In all his time spent as Spider-Man, he had never been imprisoned like this before. To his surprise, despite his super-strength, he could not break through the fetters, and after about a minute or so of useless struggling, Peter finally gave up and just laid there, gasping. Fearful tears began to well from his eyes. He was trapped.

"Dammit…" he breathed, squeezing his eyes shut and dropping his head back against the pillow. The alarm at his side shrieked in his ears painfully. What had happened? Where was he? Had he not died from the chimera poison? Why was he restrained like a deranged maniac or something? _Was_ he deranged maniac? Had he hurt somebody? Had he completely lost his mind? _Oh hell…please…somebody…anybody…_

All of a sudden, he heard the door to his left slowly creak open, and he whipped his head up in alarm. Something dark and shadowy was visible in the doorway, appearing weirdly short, but nonetheless injecting a fresh bout of fear into Peter's heart. He fought with all his might to escape his bounds yet again, yanking and twisting and squirming like an animal caught in a trap, but they would not release him. Then, finally, the figure entered the light of the room.

"Peter?"

Peter immediately stopped his struggling upon hearing his name. The voice was soft and sweet, yet confidently firm, and spoke his name as it had a hundred times before, with all the care and levelness in the world that instantly soothed his panicky heart and calmed his throbbing terror. Slowly, Peter turned to face the voice's owner, knowing well who it would be before his gaze fell upon her beautiful blonde hair, soft pink lips, gently rosy cheeks, and breathtakingly emerald eyes, yet still being stunned when she finally came into view.

Gwen Stacy actually looked like a wreck at the moment, with her face appearing somewhat hollow, her skin pale and sickly, and her eyes dreary and full of anguish, but to Peter she was the most radiant being he had ever laid eyes on. What had actually startled him was the fact the she was sitting in a wheelchair, which she pushed herself forward in with sluggish, careful movements. She wheeled up to his bedside, staring intensely back into his big brown doe eyes, and spoke softly to him once more, her voice breaking a bit.

"Peter? Can you hear me? Is—is that you?"

Peter sighed unsteadily, wishing he could wipe away the tears gathered in his eyes, but simply bit his lip and offered her a small nod of his head, then realized that a weak smile was spreading across his face, crooked and dorky just as she always knew and loved, and just as it always was whenever Gwen Stacy was around.

"Hey, Gwen," he replied feebly, his voice strangely hoarse and ragged, as if he had been in a rock concert or something. The mixture of disbelief and joy that overcame Gwen's heart was incredible, and she couldn't stop herself from smiling like a fool, throwing herself over Peter's trapped form, hugging him as tightly as she could, and half-laughing, half-sobbing into his chest. Peter wanted more than anything to wrap his arms around her, to comfort her and hug her trembling body as he always did, but his shackled limbs prevented him from doing so. So, feeling rather awkward and rude, Peter could only manage to crane his neck and plant a small kiss on her head, then just laid there and waited for her to cry herself out. Feeling her there, knowing that the love of his life was alive and still with him after everything that had happened was the most amazing relief Peter could fathom at that moment. As he watched his girlfriend weep with unspeakable joy, his already raw and aching heart was cut to its core, and pretty soon the tears gathered in his eyes were sliding down his own face in tiny streams, leaving glistening stains across his cheeks. Gwen lifted her head from his chest, noticing his quiet crying, and laughed softly to herself. She reached over and wiped the tears from his eyes for him, taking advantage of the current situation to instead be _his_ comforter and strength for once rather than the other way around as it usually was, where he always had to play the tough, unbreakable hero. Even the amazing Spider-Man needed a break, especially after everything that had happened, and she felt she owed it to him.

Once the two had finally settled down, Gwen sat up, switched off the obnoxious alarm blasting from the heart monitor machine at his side, and the pair shared in a long, hearty sigh. She pushed a hair out of her eyes, rubbed at her cherry-red nose, then smiled down at him vibrantly.

"Hey, Pete," she whispered back, laying her arms on the bed and resting her head on them as she soaked in his handsome face. "How's it going?"

Peter shrugged passively, forcing a grin that betrayed his tearful eyes to play across his lips. "Fine. Been through worse. Just a little shaken is all." A fearful seriousness suddenly entered his expression, and he locked his gaze with hers. "How about you? Why—why are you in a wheelchair? You aren't…the venom didn't…?"

Gwen shook her head. "I'm fine, Peter. Mr. Stark just told me to stay off my feet for a while as I recover. I'm still a bit weak, but after some more rest and whatnot, I should be back to normal pretty soon." She smiled sleepily, rubbing her eyes as she spoke. Peter stared back at her with a terrible guilt rising in his throat.

"I'm so, so sorry Gwen," he told her, curling his hands into fists against the bed. "This is my fault. If I—if I had just gotten to you sooner, and stopped that thing from biting you, or if just hadn't been so careless with S.H.I.E.L.D. and Oscorp in the first place, then you wouldn't be…none of this would've happened."

Gwen laid her warm hand over his own, and hushed him gently. "It's okay, Peter. This wasn't your fault, alright? None of it was. You did everything you could to save me and everyone else in the city, even tried to sacrifice yourself to do so." Her shameful gaze dropped sullenly. "If there's anybody who should be apologizing, it's me. I didn't have enough time to alter the cross-species serum so it wouldn't affect you, and I nearly killed you because of it. I'm really sorry, Peter. I hope you can forgive me."

"You did it to save everyone, Gwen," he reminded her, "and that's exactly what it did. If it weren't for you and your amazing nerdiness, the whole city would still be overrun by those freaks, and S.H.I.E.L.D.'s genocide brigade probably would've killed everyone by now. You're a hero, Gwen. Don't sell yourself anything shorter than that." Peter grinned widely. "And don't worry about me. I needed_ some_ way to level the playing field, right? Couldn't have you one-upping me in heroics, after all. So since we've both nearly gotten the other killed in the process of trying to save the city at this point, I think it's fair to call it even between us, huh?"

Gwen giggled lightly. "I guess so, web-head," she agreed, then slowly leaned forwards. Like the brush of a feather, her soft lips gently caressed his forehead, light and warm, which caused Peter's tense fists to go slack, and Gwen immediately interlaced her fingers with his. Her presence was radiant and uplifting, like the sun finally peeking through the clouds after a rainy day, or the first dandelion of spring rising from the colorless soil, and Peter could never get enough of it. He was so relieved that she was still with him. She pulled away a moment later, smiling beautifully.

"I've really missed you."

Peter blinked back at her. "I have too," he assured her, his eyes narrowing a bit as something strange began to rekindle in the back of his mind, "but, dare I ask, what exactly happened to me? Where have I been?" He stared down at his fettered wrists and ankles, wiggling his toes a bit. "And, uh, why am I strapped down like this? It's kind of uncomfortable."

Gwen's smile faded. "Oh, yeah," she stammered, releasing his hand lowering her gaze. "Sorry about that. Everyone was worried you'd wake up all crazy or something. They said your 'spider side' may have taken over your body due to the poison and the venom and the stress and all that, and they didn't want you to go ballistic if that was the case. So Bruce made some restraints strong enough to hold you down while we waited for you to wake up."

Peter realized that Gwen had never seen him in his savage, monstrous state. He was incredibly grateful for that, and was determined to keep it that way.

"That alarm on your heart monitor was triggered by your heart rate rapidly increasing, along with the motion sensors built into your restraints," she continued. A deep pain suddenly seeped into emerald eyes. "This isn't the first time it's been activated, actually. For all this time, it seemed as though you were trapped inside a nightmare that you couldn't wake up from. You've been crying out in your sleep, sounding like you're in terrible pain, like something was hurting you, but…there was nothing I could do. Nothing _any _of us could do. Stark said we just had to wait until you overcame it on your own."

Peter mulled this over for a moment. He supposed that made sense, seeing that something _had_ been hurting him during his mental war for dominance against The Other, if that's what you'd call it. He wondered: had that actually been real, or just a dream? Had his two sides actually somehow fought each other inside of him, or had it all been just some lucid nightmare? It had felt real enough, but he supposed that didn't matter at this point. He had beaten it, for now, anyway, and he had survived. He and Gwen both, along with the rest of the Avengers. He had a lot to be thankful for. Then something unnerving suddenly occurred to him, and he bit his lip.

"You said 'all this time'," he murmured, staring up at her. "How long exactly has been 'all this time'? I haven't been sleeping for a month again or something, have I?"

Gwen shook her head, smiling. "No. You've only been out for three days now, so not quite as bad as before. Nothing significant really occurred in that time, other than the government shutting down Oscorp and S.H.I.E.L.D., the citywide cleanup being enacted, and the country declaring Spider-Man and the Avengers national heroes." She smirked. "You know, the usual."

Peter snorted amusedly. "That's good, I suppose," he muttered, then stared around the room. "Speaking of the Avengers, where are those morons, anyway? Was it them that, y'know, 'brought me back' somehow or whatever?"

Gwen glanced over her shoulder. "Yeah. They're here in the tower, somewhere. I told them I'd check on you whenever you set off your alarm. I can go get them if you want."

"No," he insisted, chuckling. "I need a break from those elderly bastards for a while." Then he squirmed a little bit, grimacing. "Well, unless they're the only ones who can get me out of this death trap. I'm starting to get claustrophobic."

"I can get you out," she assured him, grinning, then gave him a sharp poke in the side, making him yelp in surprise. "You aren't going to go crazy though, are you?"

Peter shook his head somewhat hysterically, feeling very vulnerable all of a sudden, and Gwen giggled as his cheeks hinted a pinkish glow. But, thankfully, she grabbed a remote off the nightstand, clicked a code into the keypad, then watched as the cuffs unclasped from Peter's wrists and ankles. Peter immediately sat up off the bed, stretching his stiff muscles and sighing with incredible relief. It felt like he hadn't moved in decades.

"Thanks," he sighed, rolling his shoulders and rubbing at his sore wrists. "Damn, those things were tight. Bruce probably has lots of experience containing monsters, I guess."

"How are you feeling?" Gwen asked him levelly, crossing her arms against her chest. Peter looked himself over for a moment, then shrugged.

"I feel fine, really. All my wounds from the chimera fights seem to be healed, I feel well-rested, and I'm so hungry I might die." It surprised him too, actually. Despite the immense injuries he'd suffered three days ago and the supposed wounds he thought he'd procured in his "battle" with The Other, he was feeling well, other than a bizarre pain throbbing on the side of his head and a tightness around his neck and shoulders. He swung his legs off the bed and slipped off his tattered gloves, frowning a bit after noticing that the web-shooters he'd built into them were destroyed from his stinger things stabbing holes through both of them. His whole Spider-Man costume was basically in shambles at this point and was in desperate need of repair, if not full replacement.

"Good," Gwen responded with a nod. She uncrossed her arms, when her eyes suddenly went wide. "Oh my gosh, Peter," she gasped, reaching towards him carefully and making him lean back a bit in surprise. "What happened to your neck?"

Peter blinked confusedly, furrowing his brow somewhat. Following her concerned gaze, he reached up and rubbed at his throat, then immediately grimaced.

"Ow," he groused, pressing lightly at the sensitive skin and muscle. "What the hell…?"

"It looks all bruised and scraped," she said uneasily, laying her fingers against the purple, scabbed skin, "like…like someone was _choking_ you or something. It wasn't like that the last time I checked on you."

Peter kneaded at his sore neck a moment longer. "I don't—" he began, when a shadow fell over him from behind. An instinctual terror suddenly spiked inside his veins, not one from his spider side, nor even from his spidey sense, but something from deep within, something incredibly potent and humanoid, and he immediately whirled around in a turbulent panic.

There was nothing. A cloud had simply passed over the sun, blotting out its calm light. And yet, in that fleeting instant of darkness, a lightning-fast movement in the corner of the room caught his eye, and he glanced that way alarm. Perhaps he had only imagined it, or perhaps it was simply his raging paranoia getting the best of him at that moment, but Peter swore he saw something black zip from the floor and slip out the opened window, quick as a wink, before vanishing entirely. A few seconds later, the cloud had drifted away, filling the room with warm light once more. Peter breathed shakily, his eyes wide and his heart beating wildly against his ribcage. _That thing…_ he thought in horror as the nightmare that had succeeded that of his internal war with The Other suddenly returned to him. How had he forgotten so quickly? The fear he felt now was the same fear he had felt then, when he had stared into its alien-like face, choked on its dagger-like claws coiled around his neck, felt its sticky, sludgy body envelope his own, and gagged on its slimy black form slipping down his throat and swimming throughout his insides. Peter had never felt so invaded…so _violated_ before, and it had all felt so terrifying real, much more so than The Other had in the dream. Could it be that somehow, in some way, it _had_ been real? Peter's muscles were tensed, his fingers were curled rigidly against the bedspread, and sweat gathered on his brow. He shivered slightly, goosebumps flaring across his skin, when a hand laid gently against his shoulder, and he cringed.

"Peter? What's wrong?" Gwen asked him softly, noticing how stiff he had gone. He stared at the open window a moment longer, watching the cool morning breeze billow through the airy curtains, then turned back over his shoulder to face her, feigning a smile and shrugging passively.

"N-nothing," he lied, wiping his damp forehead with the back of his hand and forcing a cheeriness into his shaky voice. "I just thought…I thought I saw…" He stared into her soft green eyes, her deep concern evidently transparent, and he shook his head. "Never mind. I guess I'm just a bit jumpy after everything that's happened."

Gwen held his gaze suspiciously, clearly unconvinced, but eventually heaved a gentle sigh. "That's understandable, I suppose. Just as long as you're sure you're okay."

Peter nodded guiltily, swallowing the thick lump in his throat and feeling incredibly relieved that she hadn't pressed him about it further. He didn't know how to explain what had happened to him without completely freaking her out, and that's the last thing either of them needed at the point. He only hoped that his instincts about this were wrong, and that his over-worn mind was simply playing tricks on him. Gwen rubbed at his shoulders for a while, kneading out the many knots built up inside his muscles and helping to relax him a bit, as well as allowing the two to enjoy each other's much-needed presence in a quiet and peaceful atmosphere. Then, after a few long and revitalizing minutes, Gwen gave him a soft pat on the back.

"Come on, let's go now. The others have been worried sick about you, and we shouldn't keep them waiting any longer."

Peter released a calming breath from his lungs. "Yeah, you're right," he finally agreed, then slowly turned around. In one quick movement, Peter curled his arms around his girlfriend's waist, pulled her towards him, and kissed her on the lips. Picking up quickly, Gwen hugged him around his neck and kissed him back, almost surprised by how much she realized she'd missed doing so. It wasn't a long, drawn-out, mushy-gushy kiss, but one that was simple, short, sweet, and ultimately succeeded in getting the message across that both of them so desperately needed to feel. Even after they'd separated, the fuzzy warmth forged from their unanimous passion for one another was ever-present, causing a smile to spread across both of their faces. "Let's go."

Peter helped Gwen back into her wheelchair, stood off the bed somewhat unsteadily, and removed all the sticky suction things connecting him to the beeping machine from his forehead and chest. Then, after a short-lived argument with his stubborn girlfriend, he was pushing her out the door as she grumbled bitterly to herself. They finally left the room, but not without Peter shooting one last glance of lingering uneasiness behind his shoulder, the unshakable inklings of his paranoia still refusing to escape him long after the door had shut.

As the two rolled out of the makeshift hospital room and onto the familiar top floor of Avengers Tower, Peter couldn't help but chuckle. Everyone was exactly as he'd expected them to be. Aunt May was in the bar area, looking a bit out of place as she brewed up some jasmine tea on an old-fashioned tea kettle the way she always did whenever she was trying to keep herself distracted. Clint Barton was fiddling with his busted mechanical quiver, his brow knitted in concentration. At his side, Natasha Romanoff was sitting in a chair, loading her handgun with ammunition in a repetitive, monotonous manner. Steve Rogers was on the couch with an ancient-looking book in his hand titled _All Quiet on the Western Front, _although he didn't seem very into it as his eyes frequently wandered to stare out the window, which was now fully repaired. Thor was pacing back and forth, swinging his hammer about and appearing incredibly bored, while Bruce Banner sat with a sudoku puzzle, twirling the pen between his fingers with impressive expertise. Lastly, Tony Stark sat at his workbench, tinkering with his red and gold armor attentively as rock music blasted from the headphones in his ears at an ungodly volume. All of the Avengers were settled in a skewed sort of semi-circle, appearing as though they hadn't moved from their positions for decades and all with a look of dreary emptiness on their faces. Peter glanced down at Gwen, who giggled softly, then stared around the room once more. After a moment of hesitation, he cleared his throat loudly.

"Uh, sorry for the intrusion. Didn't know I was interrupting the world's most depressing tea party of freakishly-dressed assholes. Should I come back another time?"

All seven pairs of eyes turned on him at once, wide and disbelieving, and a breath of fresh life immediately entered the room.

"Peter!"

Before he could blink, everyone had dropped what they were doing and rushed up to meet him, overwhelming the flustered teenager and causing him to shrink a bit. He was instantly bombarded with questions from every direction, and tried his best to answer them, but halfway through explaining how he had survived his strange internal war and all that, Thor stepped forward without warning and wrapped his skinny frame in spine-snapping hug, causing him to croak.

"Oh, Peter Parker, I am truly overjoyed that you are alive once more!" he cried, lifting him off the floor and squeezing him around the middle, threatening to break him like a toothpick. Peter sputtered in surprise, squirming his legs around helplessly for a moment until just giving up and letting out a semi-strangled laugh.

"Ack! Uh, haha, yeah. Thanks Thor. Me too. But, please, _ow, _you're crushing me!"

The Asgardian prince hugged him in his unbelievably powerful arms a while longer, laughing boisterously, and Peter was positive his body was going to crack clean in half. Then, finally, Thor released him, and Peter dropped back onto the floor, clutching his chest and gasping. Before he could even recover, however, Clint and Natasha both punched him in the arm, followed by Bruce ruffling his hair firmly.

"Ow!" he exclaimed, backpedaling unsteadily and glaring at them. "Geez, the hell is your—?"

Without warning, Steve slapped him on the back so hard that he stumbled forwards a bit, causing him to bump into Tony. Peter whirled around, just about ready to give all of them a piece of his mind, when he felt an arm wrap around his neck and lock him in a chokehold, and he realized too late what was coming. Stark finished up the cruel barrage by giving him the worst noogie imaginable, grinding his head with his knuckles mercilessly and making him yelp.

"Welcome back, Spidey," he laughed as Peter finally tore himself free. Peter backed away from all of them irritably, dusting himself off and running his fingers through his incredibly disheveled hair.

"Damn all you jerks," he cursed, although the crooked grin on his face betrayed his words. "If all you were going to do was abuse me after I recovered, you should've just let me die before!"

"Nah," Barton retorted with a shrug. "That would've been no fun."

"We would've lost our favorite little red and blue dork," Natasha stated. "Well, besides Steve."

"Plus, the Avengers have a strict policy of no-dying within thirty days of joining," Bruce added smugly. "No returns or exceptions whatsoever."

"Your fans would've probably murdered us if we let that happen," Rogers snorted.

"And our geek squad would've had to go back to a freakin' geek _duo!"_ Stark gasped, cupping his hands around his mouth over-dramatically. "We couldn't have that, after all."

"Um...and I…did not want you to die!" Thor blurted out, bluntly ending the snarky remark train and immediately causing everyone to burst out laughing. It was loud and sincere, and filled the room with a hysterical sort of happiness. Peter rubbed at his eyes, his sides aching from a mixture of intense hugging and painful giggling, when he felt a pair of hands lay upon his shoulders from behind. They were warm and familiar, but he turned around anyway. The soft, sweet smile of his dear aunt fell upon him, which was too contagious for him not to return.

"And you certainly couldn't have left me all alone to clean the house myself, could you?"

Peter sighed quietly, dropping his gaze and biting his lip. "No, I guess not."

Aunt May giggled, pecking him on his sore temple, then wrapped him in a warm hug. Peter hugged her back with equal enthusiasm, fiercely happy that she was okay. That _everyone _was okay. That fact was the best recompense he could imagine, after everything that had happened.

When the two eventually separated, Peter stared around the room at all of the people surrounding him. He chuckled lightly, then rubbed at the back of his neck.

"Seriously, though. I'm glad I'm not dead. And it's thanks to you guys that I'm not. Again. So yeah, thanks."

Tony Stark flagrantly rolled his eyes. "For real, Spidey, do you always have to be this dull? I think it's pretty clear that it's _us_ who should be thanking _you._ And by us, I mean the whole damn city. You shot the thing into the sky, killed all the chimeras, got rid of the cross-species bacteria, stopped the S.H.I.E.L.D. murder heist thing, all while sacrificing your own butt. So, once again, thank _you. _Brat."

"We're all in your debt, Peter," Steve told him, crossing his arms over his chest. "The press knows it, the city knows it, and we certainly know it. Take a little credit for your actions for once, would you?"

"Well, Gwen is technically the one who deserves the credit," Peter pointed out, glancing over his shoulder.

"Yeah," Gwen chimed in as she rolled into the bar area and opened the refrigerator, smirking. "I made the chimera killing serum and nearly died in the process. But hey, you know, whatever. No biggie. Let the amazing Spider-Man have all the glory, as usual."

Peter chuckled hesitantly. "Heh, yeah. Sorry."

Gwen eyed him smugly. "Mmhmm. Whatever, bug boy," she replied, then leaned deep inside the fridge, her entire upper half almost completely disappearing. Moment's later, she retreated back out with a cake in her hands, sitting atop a rather fancy-looking platter. She balanced it carefully in her lap as she wheeled back over to them, then held it up for Peter to see, smiling vibrantly. "Happy very belated birthday, Pete. Here's your cake, as promised. Sorry, I had to bake a new one, since the other one went stale a long while ago. And, without my consent I must say, your teammates decided to add their own touches to it, so now it looks terrible."

Peter laughed out loud when he noticed the multiple scribbly drawings splattered across the cake in a rainbow of colored icing. Some resembled the Avengers, like the mess of yellow and red that he assumed was supposed to Iron Man, and that huge blob of green looked kind of like the Hulk, while a couple appeared to be hysterical depictions of Spider-Man himself, although it would be a crime to call any of it art. He took the cake from her, shaking his head in feigned amazement while chuckling.

"Gee, thanks. Wow. I don't know what to say, guys. Other than, you know, that this is literally the ugliest cake I've ever seen in my life."

"It tastes amazing though," Stark reassured him, grinning proudly. "Trust me: I ate like twelve gallons of raw batter while your girlfriend was making it. We were all kinda expecting you to wake up as a psycho spidery rage monster or something, so I didn't want all her hard work to go to waste if that was the case, you know? Spoiler alert: it's chocolate."

"Ooh goodie," Clint said, rubbing his hands together, "I'm starving. Shall we dig in?"

His smile dropping somewhat, Peter reached back and placed the cake on the center island carefully, then turned around to face them again. "This is all uncomfortably nice and all, and that sounds just swell, but shouldn't we be helping out around the city with the cleanup and rescue stuff going on? From all the damages and injuries that occurred during the attack, I bet they need all the help they can get."

"Actually, the majority of the cleanup has been taken care of," Steve replied. "We all helped out these last few days, so that along with most of the injured were seen to. People have been talking lately about how the Avengers only help with the big issues, then leave the small scale stuff for everyone else to deal with, so we thought we'd try to change that."

"Guess your goody two-shoesness rubbed off on us a bit," Natasha added, smirking. "So, since that's all well and good, we're sort of off the clock, for now. Fury called in yesterday and told us that he would be reinstated as Director of S.H.I.E.L.D. once all of the corruption and secrets of the organization behind 'Project Chimera,'as well as any other suspicious activities the senior staff has been orchestrating up until now, are uncovered, uprooted, and eliminated entirely. So the Avengers will likely be back under a non-psychotic S.H.I.E.L.D.'s jurisdiction at some point soon. He also told us that our mission for now is complete and that we are no longer needed for the time being." She gave him a wink. "He and Coulson also told me if you weren't dead to send you their upmost gratitude for all your help, and apologize for the whole trying to get you captured, tortured, and dissected mumbo jumbo from before."

Peter blinked in surprise. "Wait, so that's it? We're done?"

Steve nodded. "For now, yes. Since everything's taken care of, and there's no more global threats for us to deal with at this time, we can all go back to whatever we consider our 'normal lives' outside of the Avengers to be. That is, until we're called into duty again."

Peter lowered his gaze, then chucked quietly to himself. Even though his initial mission to help the Avengers with the "Project Chimera" ordeal was over with, they all still considered him an Avenger. And, to his surprise, as did he. He supposed that he was stuck defending the world with them now, whether he liked it or not, but he didn't mind. He felt at home with them in a way, and knew he'd feel a gnawing emptiness inside himself if Spider-Man wasn't by their side in the event of another global disaster. Peter Parker, the amazing Spider-Man, the Avenger. He could get used to that.

"If you didn't know, Spidey, we do actually have lives outside of this," Stark stated with a chuckle, jarring him from his thoughts. "I work on my suits, have my darling Miss Pepper Potts to entertain, and I'm still wresting with the development of renewable, clean energy for the entire world to utilize."

"I've been helping veterans recover from their time in the war zone and assimilate back into regular society," Steve said, "as well as doing some offhand missions for Fury every now and then."

"I've been using my knowledge to help the sick in developing countries, although I recently reentered the field of nuclear physics, partially against my will, to continue researching gamma radiation."

"I, Thor, the son of Odin and future king of Asgard, must return home back to my people, but will continue to cast my watchful eye upon the creatures of Midgard, and will return at any sign of danger."

Natasha crossed her arms over her chest. "Well, Clint and I will probably just go back to doing undercover work for Fury. Secret agent stuff is basically our whole lives, anyway, and we've got a lot to pay back to him, but we do have plenty of secret identities to hide under if we want to do anything 'normal'."

Peter's gaze swept across the strange assortment of people surrounding him. Even without their incredible superhero second-lives, these guys were _extraordinary._ It made him a little self-conscious, knowing he didn't add up to much as just Peter Parker, but he shrugged and took his turn. "I guess I'll go back to my damn school, whenever it reopens, and try to catch up on my studies. I also need to see if I can beg Jameson for my job back at the Daily Bugle, because I'm ninety-nine percent sure I was fired, like, three weeks ago." Peter scratched the back of his head. "And, uh, I guess I'll go back to being solo Spider-Man, doing my nightly crime sweeps of the city and all to keep the streets safe."

There was an awkward pause among the Avengers. No one really knew what else there was to do or what to say. Everything that they had done over the past few weeks seemed to have come to a close so quickly. Finally, with a yawn, Clint took a step back, his hands shoved in his pockets.

"Well, if we're all done here, guess I'll be heading out."

Natasha blinked in surprise, then uncrossed her arms. "Me too, then."

Banner sighed heavily. "Same. See ya'll around, I suppose."

The majority of the group nodded in agreement, feeling somewhat unsatisfied, but nonetheless slowly breaking from their subconsciously procured formation. Peter observed them for a moment, glanced over his shoulder, then eventually joined them in their sudden departure. It seemed bizarre that it all had ended so soon, but he supposed that's how it always was, and how it would be. Tony Stark, on the other hand, watched quietly as the team began to disperse, his feet rooted to the floor. He stared down at the ground momentarily, his brow furrowed, then shook his head and lifted his gaze once more, his eyes sharp.

"Wait."

Everyone stopped collectively and turned back around, almost as if they were hoping someone would say something. To their surprise, Stark's expression was stony and serious, and they expected him to say something deep and heartfelt for once. But, as usual, the genius, playboy, billionaire, philanthropist pulled a fast one on them, and his stern frown melted into a sly grin.

"Before we all go our separate ways, why don't we throw a party?"

Peter immediately rolled his eyes. _Seriously, Stark? _This was certainly _not_ the time for a party. Everyone had only just recovered from the freakish chimera attack, and the last thing his life needed was more chaos and excitement. He expected everyone else to feel the same, but was greeted with an unruly surprise.

"Hey, that sounds fun."

"Yeah, we should! An Avengers-themed party!"

"It would be a good way for everyone to let off some steam."

"We could invite, like, the whole city! We could have it here, at Avengers Tower, tonight!"

"I do enjoy the celebration of unbridled merriment and indulging in the occasion of festive gluttony! Let us do it!"

All at once, everybody seemed on board with Stark's ridiculous party plan, and instantly began sorting out the details. Even the iconically timid Bruce Banner seemed into it. Peter, however, stood off from everyone else, his arms crossed adamantly over his chest.

"You all have fun with that, but my family and I will have to be counted out."

Everybody immediately turned on him, making him stiffen somewhat.

"What? No, web-head! You have to come!"

"What's an Avengers party without_ all _of the Avengers?"

"We need you to help decorate!"

"And I will bring the finest delicacies of all the realms for you to feast upon!"

"Plus, we can use it to make our public debut of Spider-Man as an official Avenger!"

Peter chuckled at all of their juvenile enthusiasm but shook his head. "Aunt May and Gwen need a break from all of this, and so do I. We're all exhausted and need some time to just relax and settle down a bit. Sorry, but we're not coming. Maybe some other time."

Everyone's excitement instantly withered, and Peter almost felt bad for not going, even though they were all acting like a bunch of mopey children. But he and his family were in no mood to be around a bunch of rowdy, screaming New Yorkers all crammed inside one building, blasting music loud enough to shatter eardrums and probably getting unimaginably drunk off of Stark's overflowing stash of spirits. They needed recovery time, especially Gwen, who was still very weak from the chimera venom. His mind was made up. They were going home.

That's when Natasha Romanoff stepped forwards, a seemingly innocuous smile playing along her lips. "Actually, no. You are coming, whether you like it or not."

Peter snorted amusedly under his breath. "Actually, no I'm not. You can't force me to go."

Natasha's soft smile transformed into a wicked grin. _"Actually,_ yes I can. I _order_ you to go, under the terms of our agreement."

Peter narrowed his eyes. "What agreement?"

"Don't you remember?" she asked with an unnerving innocence to her voice. "Back on the Helicarrier, during our mission? You came up with a little wager and said whoever got the 'Project Chimera' file first got to make the loser do whatever they wanted. Well, I'm using my winnings now. I say you_ have_ to come to our Avengers party, stay the whole time, and have the most amazing damn night of your entire freaking life. Got it?"

Peter's heart instantly plummeted. He couldn't _believe_ he had forgotten about that. He watched helplessly as Natasha's cruel smirk slowly spread across the lips of the rest of the Avengers, and he grappled to find a way out of this.

"Wait! You can't just, I never said that—"

"You placed a bet with the famous Black Widow?" Barton interrupted him smugly, tsking under his breath. "Oh, _Peter. _Everyone knows you don't _ever_ gamble with Natasha. She always wins, and never forgets what odds are at stake."

Tony placed his hands on his hips, shaking his head in feigned disappointment. "Oh no, too bad, Spidey. Guess you have no choice now."

"But Gwen and my aunt can't go," he blurted out, his lame excuses running dry. "They need to rest." He stared down at his Spider-Man costume and pulled at the tattered spandex. "And—and I can't go to a party in this. I look like a spider-hobo, and my identity would be at risk of being revealed."

Aunt May's hand laid on his shoulder. "Go ahead and go, Peter. You deserve a fun night out, especially after everything you've been through." She giggled softly. "Please don't let your tired old aunt keep you from going."

"May and I will go home and rest, and you can stay for the party," Gwen insisted, smiling up at him. She seemed irritatingly entertained by his forced attendance to this insane party. "We'll be fine, I promise."

"And I may or may not have made you a bunch more Spider-Man suits," Tony chuckled. "You always seem to be tearing them to shreds, so there are a few others I made for you while you were sick on Scorpion venom in my workshop. You can just wear one of those. And besides, we'll all be in costume the whole time, so no one will see your face."

Peter swallowed uneasily. "But—I—"

"Then it's all settled," Natasha giggled in a singsong voice. "All of the Avengers will be attending. The party starts at nine, everyone, so let's get everything ready."

With renewed excitement, everybody at once began to fan out across the tower. Stark called up the most prestigious party planning company in New York to get everything ready, while the rest of the Avengers began to fill up every social media newsfeed about the party's details. As all of this went on around him, Peter just stood there, feeling incredibly exasperated and internally kicking himself for being such an idiot.

Wow. This was _really _going to suck.

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><p><em><strong>Ahahaaa yeah. I went there. Both theres. I hope they don't make ya'll too mad. By the way...I'll be ending this story very soon, most likely in the next 2 chapters. So the first thing I mentioned will have yet to be resolved by the end...which means it will have to be resolved at some point after the end, right? Hint hint. ;) Chapter 26 out sometime soon. Write a review maybe? :D Gotta go play in the tourney championship now. Laters<strong>_


	26. Chapter 26

_Disclaimer: If I was a rich girl, nananananananananananananaaaaa I would own __everything__ in this story. But I'm not, so I don't :,(_

**_Holy crap it's almost been a month since I've poster a chapter :O I'm so sorry I've just been sooo tangled up with everything, especially cuz now I'm having to study to take the *shudders* SAT. Ew. But yay, I finally cranked the party chapter out! It's pretty cute I think, but also has reason behind it, so it's not just random fan service filler crap (well not in my opinion) :) Theres a bit of awko-taconess at the beginning that was kind of awko-taco for me to write because I'm an awkward person, but whatever, it's just how that character is I guess...you'll get it when u read it i hope. So yeah, read it please. :)_**

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><p><em>Chapter 26<em>

Peter Parker had never been to a party.

Not an actual party, anyway. When he was in fifth grade he went to Harry Osborn's eleventh birthday celebration at his father's gigantic mansion before his friend was sent off to boarding school, but he didn't think that really counted.

It's not that there wasn't a surplus available for him to attend at almost any time, as there _was, _seeing that he was in high school, in New York, where there were night clubs and bars around every corner. He just had never really been into that sort of thing, especially before becoming Spider-Man, when he had been embarrassingly shy and was widely perceived as too much of a dork to ever be caught dead at any party. But even after procuring his heroic second identity, he was far too busy with his late-night crime-fighting to do anything outlandishly social, and had always been perfectly fine with that. Parties just weren't what he considered "fun", and he had always found a way to get out of ever going to one. That is, until now.

As night fell, and everything was finished being set up, people finally began to arrive. Pretty soon, the attendees were pouring in by the bucket loads, yet Peter stalled from going out to meet the crowds for as long as possible. He took a long shower, messed with his hair in the mirror for an hour, hung upside-down in the middle of the ceiling for a while playing Tetris on his phone, until finally forcing himself to slump down the hidden staircase to Tony Stark's workshop. After a minute of aimless wandering, he discovered the display area where all of the Avengers' uniforms were kept. Most of them were missing, although there were a couple variants of the original suits still present, such as a baby blue Captain America costume that was more flashier then he thought appropriate, as well as a plethora of Iron Man armors of all shapes, colors, and sizes, which he took a moment to gaze upon with awe. Lastly, he arrived at the newly added section designated for himself, where he found the extra Spider-Man costumes Stark had mentioned. He was surprised by how wide the selection he was presented with was. Some of them were the original pattern he normally donned except with different colors, others were designs Tony had obviously fashioned himself that were either incredibly interesting or downright bizarre, and still others were suits that didn't even looked like they belonged to Spider-Man at all, besides being made of spandex, that made him chuckle. He considered trying on the inversely-colored Spidey suit or the black costume with red webbing detailing, because both looked _really_ cool, but eventually caved and selected the suit that most closely resembled the classic Spider-Man's look, seeing as that was the one the public was most familiar with. As he slipped himself into the form-fitting material, however, he wondered if that was such a good thing. Did he really even want to be recognized by anybody? Did he seriously want to go out there to face all of those people, especially after what he had caused? He hadn't forgotten that everything that had plagued the city over the last few days had been all thanks to him, even if he hadn't meant for it to happen, and had done everything he could to stop it. The fact that no one else blamed him for it almost made it worst, almost made him _wish_ that he'd receive some sort of punishment or condemnation, but he found beating himself up about it didn't suffice. He supposed he just had to learn to forgive himself, just as Stark had, just as Bruce had, just as Clint and Natasha had, and just as everyone else in the world who had encountered failure had. And, just the same, he had to keep doing good however and whenever he could, and continue fighting evil no matter where it arose from. That's what the Avengers needed, that's what the world needed, and that's what his Uncle Ben would've wanted.

_Geez, Parker,_ Peter thought to himself, finally giving in and slipping his mask over his face. _So much angst over a little party. Just relax. You've got this. Totally. Yeah. _

Spider-Man stared at himself in the conveniently placed mirror for a moment, admiring the costume's startlingly vibrant colors and exquisite craftsmanship miserably, then heaved a lofty sigh. Everyone was probably wondering where he was at this point. He supposed he had put this off long enough. He had Natasha and her damn bet to own up to, and not paying up his end of the deal would probably end up biting him in the ass in some even more torturous manner. The thought made him shudder, how the famous_ Black Widow_ would assert her revenge for his absence, and caused him to immediately spin around, march up the stairs, unlock the door, release a shaky breath, then enter the opposing room.

Peter could barely comprehend what was going on around him. It was violent wave of sensual overload coming from every direction at once, and his flustered mind couldn't decide what to focus on. The flashing strobe lights illuminating what looked like thousands of dancing figures, the ghastly club music blasting from the ceiling so loud that his eardrums ached, the sickly aroma hanging in the air bred from a mixture alcohol, cheap perfume, and body odor, the beat of the bass throbbing in rhythm to his rapid heartbeat, or perhaps the sour taste in his mouth that he suddenly became aware of. Spider-Man swallowed laboriously.

Was it too late to go strap himself back to the bed and pretend to be dead again?

"Ooh," a voice suddenly cooed, rising above the roar of the party and startling him from his paralyzed trance. "That's one slick costume, Spidey."

Peter glanced to his left in surprise, and found there to be silhouette of a figure leaning against the wall beside him. It was hard to tell from the flashing lights, as his eyes couldn't adjust between the darkness and the brightness quick enough so that he could see exceptionally well, but in the short moments that the light illuminated the room, he absorbed the person who was speaking to him. He narrowed his eyes a little bit, wondering how they knew right away that it was actually him, seeing that the crowd was lousy with people dressed up in cheap Spider-Man costumes, but he didn't dwell on it much. After a moment of hesitation, he finally spoke.

"Thanks. I can't take the credit, though—Tony Stark's the one-man sewing circle for the Avengers."

The light flickered across the mysterious figure's face, alighting her bright blue eyes and revealing the sultry smile spread across her lips.

"Well, Tony has an artistic eye. But it's _you_ who's filling it out so well."

Peter didn't really know how to respond to this. He scratched the back of his head. "Uh, thank you. I guess."

The woman then lifted off the wall and strode towards him, swirling the liquid around in the glass she held in her hand. Spider-Man took an instinctive step backwards, feeling a bit uncomfortable as she stopped directly in front of him. She was wearing a skin-tight black dress, short and glossy and incredibly revealing. Her hair was long and wavy, reaching past the small of her back, and so bleach-blonde that it was basically white. He could smell her expensively-fragranced perfume from a mile away. She had on bright red high-heels and black gloves, and she stared up at Peter with a playful smirk on her face. Out of nowhere, she laid her hands on his shoulders, her face mere inches from his own.

"Why so bashful?" she inquired, smiling and speaking with a coquettish slur to her words. "Haven't you ever been complimented before? Surely you must be all the time, being _you,_ after all."

Peter just sat there awkwardly for a moment, his hands down at his sides while the stranger curled her arms around his back and interlaced her fingers against his spine, then quickly came to his senses. Forcing a nervous laugh, he pulled back from her reach and swallowed laboriously, his face suddenly feeling hot.

"No, me?" he stammered, balling his hands together behind his back innocently. "Please. Praise is a bit foreign to your friendly neighborhood Spider-Man, what with most people considering me a menace and all. Guess that's just a downside of wearing a mask and a spider-themed onesie all the time."

The woman chuckled lightly, advancing towards him again and bridging the gap he had only just created between them. "Oh, don't be so modest. From what I've seen, you're quite the little catch in this town."

Peter took another skittish step backwards, growing increasingly uneasy beneath the girl's fiercely alluring gaze, only to feel his back bump against the wall. He glanced over his shoulder in surprise, realizing that he was trapped, and winced when he felt a pair of fingertips press against the spider design on his chest.

"What you've seen, huh?" he continued, trying to dilute how uncomfortable she was making him with some playful banter as usual. "So have you been spying on me or something?"

"Who needs to spy?" she replied vampishly. She slowly traipsed her fingers up his wiry frame, enjoying the shiver that shot through him from her delicate touch. "You're the gab of every person in the city and every paper off the street. Doesn't take much for a girl to catch the drift."

A bright flash of light came from their left, dousing the woman in an brilliant glow so that he could see her in her entirety, and Peter swallowed. As much as he hated himself for thinking it, she _was_ astonishingly beautiful—but not really in the way he was keen to. Her captivating appearance was paraded before him with no filter whatsoever, fierce and direct and demanding attention, almost to the point of being intimidating. It was nothing like the soft and perfect beauty of Gwen Stacy, which needed no outlandish display to be utterly breathtaking. Also, his girlfriend's elegance flowed from inside of her rather than being something with only face value, and that to him was what made her the most beautiful thing he had ever beheld. He knew for certain that he would never betray Gwen for some random lady in a skimpy dress, or _anyone _for that matter, but was yet finding it difficult to keep himself from going red at the sight of her. As if she could read his mind, the girl laid her hand against his cheek and batted her crystal-blue eyes, her entire body at this point leaning right into his.

"My friendly neighborhood Spider-Man wouldn't happen to be blushing underneath that mask right now, would he?" she purred, curling her other arm around his neck to drum her long nails against his nape, which immediately made him cringe as goosebumps erupted from under his skin. His hands laid flat against the wall, and his prickly flesh felt itchy beneath his spandex costume. He opened his mouth to deny it, but was interrupted by her slippery smooth voice once more.

"Why don't we find out?" she whispered, and Peter suddenly felt her fingers slip underneath the fabric of his mask. She began to slowly slide it upwards as she leaned her face towards his, her eyes fluttering shut. Spider-Man watched as her ruby-red lips approached his own, imprisoned in a trance-like haze from her intoxicating aroma and soothing voice, but broke from the spell at the last moment. In a flash, he leapt off the floor, barely dodging her puckered lips, and executed a quick backflip before sticking to the wall high above her head. She stood frozen for a moment, blinking in surprise, then carefully raised her eyes to where he laid, his body parallel to the sideways surface.

"Sorry, madam, but I'm not that kind of spider," he told her with a strained chuckle, pulling his mask back over his chin. "Couldn't let my pretty face be spoiled so easy. And anyway, I'm afraid this little hero has already been taken, so you'll have to find someone else to entice. That shouldn't be too hard for you, right?"

To his dismay, the woman's expression procured a powerful curiosity. "Oh really? So, Spidey's already got himself a girl, does he?" She laughed softly. "Well, that certainly makes this interesting. After all, love is never fun without a little competition."

Peter sighed exasperatedly. "This isn't love. This is weird, awkward, one-sided flirtation between strangers. So, an episode of _The Bachelor_ basically: Spidey edition."

The woman tsked under her breath, smiling mischievously. "You keep telling yourself that, Spider-Man. I can read a boy like a magazine, and I know when one is incubating a full-blown, real-deal, head-over-heels crush on me. Just face it, darling—you've been bitten, and it's spreading fast."

Peter glared at her from above, becoming increasingly irritated as she smirked up at him confidently, when she took a step back. After scooping up her glass and downing the rest of her drink, she turned on her heels and began walking back towards the crowd. Just before vanishing into the mob, however, she stopped, placed a hand on her hip, and glanced over her shoulder, smiling hypnotically as colorful lights danced off her body from every direction.

"Tell your girl to keep a sharp eye on you," she told him with a wink, twirling a finger through her silvery white hair, "and that she'd better watch her back. And don't worry, Spidey. This won't be the last time we meet. Our paths will cross again soon, whenever you least expect it."

With that, she blew him a kiss, and with a purposeful turn, she strode into the pulsating horde, melting into the blur of chaos and leaving him as he was high upon the wall. Just like that, the mysterious woman was gone. The tenseness of the air dissipated somewhat, and Spider-Man felt himself relax a bit. He was incredibly relieved to be finally freed from underneath her enchanting gaze. He had never met someone so dangerously seductive before, and he hoped he wouldn't see her again anytime soon. He wished Gwen was with him at that moment, but at the same was glad that she wasn't. If that lady was being serious about the threat she'd made towards his girlfriend, Gwen's obvious affiliation with Spider-Man could've led to her getting into trouble. He was in no mood to be tearing a psychotically jealous fangirl off of his girlfriend.

Peter heaved a quivery sigh as the insane party raged on around him. He was glad to be alone again, or at least isolated from anyone else's attention. This was not his choice of atmosphere, and it was a wonder to him how it could be for anyone. With a sweep of his gaze, Peter dropped back onto the floor, rubbing at the back of his neck as his goosebumps began to settle. Now more than ever he was craving some peace and quiet, and perhaps a bit of consistency.

"Holy sweet mother of cheesecake chimichanga mamas, who was _that _flaming hot lassie?"

Peter went rigid at the agonizingly familiar voice. _Oh no. _Hell _no. You __have got to be freaking kidding me. Please, for the sake of all things good and sane, don't let it be—_

A pair of incredibly strong arms suddenly wrapped around his middle and crushed him a violent hug, confirming his terrible suspicions as he let out a strangled groan. The perpetrator of the fierce embrace released a shrill laugh, which grated at Peter's ears like nails on a chalkboard, and swung him from side to side.

"Long time no see, eh, Pete?" Deadpool giggled, squeezing the skinny hero nearly to the point of breaking. Spider-Man squirmed from his grip, barely managing to slip out of his arms before the mercenary could snap his spine, and landed back on the floor, leering at him through the lenses of his mask.

"It's been three days," he reminded coldly, taking a threatening step forwards, "and don't call me that! Someone could hear you!"

"Fine, fine, don't get your spandex in a bunch," Wade murmured under his breath, placing his hands on his hips. "Always so touchy-touchy, sweetums. Is it because you've dumped your first blondie girlie who called you that for that hunk a' burning _hot _I saw you with a second ago?"

Peter crossed his arms adamantly. "No. I don't even know who the hell that was." He leaned to the side to stare past Deadpool's shoulder, just to make sure she was gone, then stood up straight and sighed quietly. "Anyway, I don't care what you call me, as long as it's not _that. _Capisce?"

"Awesome sauce! That means she's mine for the taking, and that we're still bros even after all this time!" Wade lifted up his mask and wiped a tear from his eye. "Because, you know, only bros would allow other bros to call them whatever they wanted. Like, a _nickname,_ special only to them. I'll have to come up with an extra-special one for you that only I'm allowed to call you, and you have to make one for me!" He jammed his pinkie into Peter's stomach, making him jump back in surprise. "Pinkie promise you will!"

Spider-Man grimaced and pushed his hand aside. "What are you even doing here anyway, Wade? I thought you said you were done chasing me around. Back at Oscorp, remember?"

Deadpool scoffed. "I'm not here for you, Spider-Butt. I'm here because this is the biggest and most awesomest party in New York right now. The real question is, who's anyone who's _anyone _who's not here?" The masked mercenary glanced over his shoulder. "In fact, I came here to meet up with my _best friend. _You know, the guy I talked to you about in the labs before? He's my badass home diggity, if you're picking up what I'm throwing down. After all this time, we just so happened to bump into each other right after arriving!" A wild excitement had entered Wade's voice, and he suddenly grasped Peter's hands in his own rather forcefully, staring up at him with a look not unlike a puppy begging for a treat. "Oooh, Spidey! Would you like to _meet _him? Oh, please! _Please_ let me introduce you! I just know you'd get along so well! What do you say then, huh? Oh pretty, pretty, _pretty_ please?"

Peter could not imagine the type of person who could maintain a friendship with Deadpool, or even tolerate his presence longer than sixty seconds, and couldn't decide if he should be exceedingly impressed or seriously worried. Either this person had more patience than any living human being ever conceived could possibly possess, or was just as certifiably insane as Wade Wilson himself. The mere idea of that gave him migraine. One lunatic yammering ceaselessly into his ear was bad enough, seeing that his voice seemed to carry a satanic sort of annoyance factor to it that reached beyond the levels of any earthly irritant, but, sweet hell, _two? _Might as well stab daggers through his skull.

Spider-Man bit the side of his cheek. "Uh, well, I don't really know if—"

Without waiting for him to finish, Wade yanked him into the pulsating crowd.

"Come on, darling! Pooly will lead the way!"

Before he could even consider protesting, Peter was suddenly flanked in on all sides, with little to no room for escape. Deadpool's grip on his wrist was like iron, and he quickly realized that there was no way he was getting out of this. So, huffing frustratedly, he allowed the mercenary to lead him through the horde. Left and right, wild party-goers bumped and brushed against them, many donning homemade Avengers garments and others wearing outfits that would've made his Aunt May faint. It seemed as if the entirety of New York City had shown up to this party, packing the penthouse floor until it was bursting at the seams. As he wove to and fro, splashed with the occasional careless beverage and speckled with confetti raining from the ceiling, he felt as if he had been zapped into a scene from the pages of _The Great Gatsby. _Although he couldn't imagine a party from there could be any more wilder than the unhinged chaos that rampaged around him.

Finally, after what seemed like days of swimming through the thrashing sea of bodies, the two found the staircase, and Wade dragged him down the winding steps. When they stepped into the room, Peter heaved a sigh of incredible relief. It was still exceptionally crowded on this floor, but the atmosphere was much more calm and endurable. All the lights were on, the music was light and blissful to his ringing ears, and most of the people were middle-aged men and women dressed in formal attire indulged in knit groups of peaceful chatter. When someone as rich and famous as Tony Stark threw a party, perhaps this was where all the fat cats of New York came to flaunt their prosperity with one another. Peter glanced to his left, then chuckled softly. Bruce Banner was on this floor of the tower for obvious reasons, and was standing in the center of a crowd of kids. From every direction, the children stood awe-stricken by the scientist, many wearing oversized Hulk costumes and the majority begging for him to sign their merchandise. Although a bit flustered by all of the attention, Bruce appeared very happy as he swirled his signature on action-figures, T-shirts, and photographs alike, trying his best to appease the fussy kids' excitement. Peter had rarely seen the weary scientist smile so sincerely, seeing that his heroics as both a genius and a somewhat uncontrollable rage monster were rarely met with the appreciation they deserved, and Peter was glad that at least one of the two wallflowers on the Avengers team was enjoying the party.

A solitary man in the corner caught his eye, appearing very discomforted with his arms crossed stiffly over his chest and a stern frown painted on his face, and Peter was surprised when Deadpool dragged him over to stand right in front of him.

"Hello again, buddy-o!" Wade cried, and as soon as the obnoxious mercenary's voice met the man's ears, he grimaced.

"For God's—Wade, I told you to_ leave me alone."_

Peter barely stifled a laugh. This was sounding exceptionally familiar. So this guy_ wasn't_ exactly the "best friend" Wade had made him out to be. His curt greeting didn't appear to faze Deadpool, however.

"Oh, I know you missed me," Wade insisted, glancing over his shoulder. "And anyways, I brought you a present." Immediately, he shoved Peter forwards, making him stumble a bit before straightening up beneath the stranger's icy glare. Now up close, Peter looked the man before him up and down, then frowned. He was tall, thickly built, and had what appeared to be a constant scowl plastered across his face. His eyes were fierce, and his sharp jaw was framed by scruffy facial and a pair of thick sideburns. He wore a tightly fitted shirt that showed off his muscular figure and some loose jeans with a belt, making him look very out of place amongst all of the finely-dressed, clean-shaved people surrounding them. The man gave him a long look, took a swig straight from a bottle of vodka, then huffed irritably.

"Spider-Man, huh? Stupid name, but I heard you did the world a solid the other day by nearly getting your ass killed. So I guess you're alright."

Peter didn't really know how to respond to this, or whether to feel complimented or offended. He sat in silent confusion while the man wiped his mouth with the back of his hand and motioned over to Deadpool with a frown.

"Don't tell me this one's riding your ass around too now. Ever since those psycho scientists got ahold of him, he's become an even mouthier and crazier lunatic than before."

Wade giggled. "But if it weren't for them, we wouldn't be brothers! _Blood brothers. _Blood brothers from other mothers. And fathers."

Not wanting to be left in the dark any longer, Peter rubbed the back of his neck as he finally spoke. "Pardon me, sideburns, but uh…who are you, exactly?"

The man let out a snort. "You sound like you're eight years old," he muttered in his rough and raspy voice, studying the label of his bottle of vodka for a long and impolite moment before releasing a sigh. "Name's Logan. And in case you're wondering, I did not come here on my own account. My team thought this would be a safe place for all of us to let off some steam, what with the big crowds and loud music and all the other crazies already here anyway, and so they dragged me into it as well."

_Team? _Spider-Man thought to himself, furrowing his brow a bit behind his mask. _What's he mean by that? _Before he could ponder this for long, however, Deadpool elbowed him in the ribs.

"This is who I was telling you about earlier," he explained, making a slicing motion with his hand. "Y'know, when my arm got nom nomed off and all? The science dudes used his freakish DNA to make me have a healing factor like his, only I'm _awesomer._ It also helped my cancer not kill me, unlike my mommy. Only difference between us is I didn't have all my bones replaced with some fancy magical metal."

Logan grunted under his breath. "Plenty more than that, Wilson."

Peter shook his head and held out his hand. "Hold up. _What?_ Healing factor? Magic metal? What are you talking about?"

Logan rolled his eyes as he chugged the rest of the vodka then placed it beside four more empty bottles. Peter realized this amount of alcohol would've made any normal man sick, and he quickly concluded that this guy might not be as ordinary as he looked. Then, to both Peter's shock and confirmation, the man suddenly lifted off the wall, marched right up to him, and raised his fist. From the flesh of his knuckles, a trio of long metal claws shot out and extended rapidly upwards, just inches from Spider-Man's face, which made him flinch back reflexively. Logan chuckled gruffly, the slender adamantium weapons catching the overhead light.

"Wade obviously didn't explain who I am too well. You and your Avengers friends aren't the only ones with abilities out there, you know. Some of us prefer to not be quite so show-bouty about it however, for personal reasons, but mainly safety reasons. Myself included." He grinned smugly. "My real name's Logan, but my friends and enemies alike call me Wolverine. I'm the leader of a group of mutants known as the X-Men. And from what I've seen and heard about you, you're a mutant hero, which I guess earns my respect."

Peter stared at him blankly for a moment, the wheels in his head turning madly. Then the realization struck him hard, and he pushed Wolverine's claws aside. _"Oooh._ I get it. Oh my gosh, that makes _so_ much more sense. You're—you're not an actual _wolverine. _You're just a guy who's called 'Wolverine' as, like, a cute little petname because of your claw powers. Okay, yeah. Gotcha. See, this whole time I thought Deadpool was trying to convince me that his best friend was an actual, like,_ literal_ wolverine, and that his cancer was cured by _wolverine blood."_ Spider-Man burst out laughing, which made Logan grit his teeth together, then he cocked his head to the side slightly. "And wait, what? Mutant? I'm not sure what you mean by that, Wolfy, but I can assure you I've never been called that before. And who are the X-Men? My team forced me to come here too, might I add, so I feel you on that bit."

Wolverine let out a groan, sheathing his claws back into his hand and scratching his ear. "My God,_ never mind._ Geez, no wonder the damn Merc With a Mouth clings to you like a fungus. You're just as annoying as him! I swear, one jabbering idiot in a red leotard is already more than I can deal with, but two will be the death of me." Without warning, Logan shoved Peter roughly aside, making him stumble back in surprise. Grumbling irritably under his breath, the mutant forced himself through the crowds with no courtesy on his tongue or in his movements whatsoever. Peter heard him murmur "Where's that bastard Scott? Never letting that psychotic cyclops convince me to do anything ever again" before stepping onto the stairs, his thick shoulders broad and rigid, and vanishing downwards. Peter watched him leave with glare.

"Wow, what a gentlemen," he scoffed, glancing over his shoulder with his hands on his hips. "I think I'd prefer the actual wolverine. Probably has better manners. And smells better, too. We're obviously going to be great friends." He crossed his arms adamantly. "And I am nothing like that freak Deadpool! What I say is way more hilarious, and, oh yeah, actually _makes sense." _Peter turned to where Deadpool had been a moment before. "Do you seriously think that guy is your—?"

But Wade was already gone. With a blonde flanking his left and a red-head pressed against his right, Spider-Man watched as the red figure strode into the mob, and eventually disappeared from sight entirely. He rolled his eyes and released a flagrant sigh. He was alone in this hysteric party once more.

Peter stared around for a moment at all of the people dancing and talking and having fun together, feeling a bit uncomfortable, then huffed. This was ridiculous. He was_ Spider-Man_ for Pete's sake—if all of these random people could enjoy this damn party so effortlessly, then he most definitely could. But what was it that was making him so stiff from the rest of the crowd?

Somebody bumped the table he was standing beside, causing a bottle fall on its side and roll across the flat surface. It tumbled right off the edge, and Peter's reflexives kicked in as he snatched it out of the air just before it crashed to the floor. The clumsy woman apologized, laughing vacuously, before being dragged back into the mob. Peter regarded her forgivingly, about to replace the bottle, but hesitated before putting it back. He stared at its brooding shape for a moment, watching the beads of condensation drip down the sides, then gazed around at the sea of people surrounding him. In every hand, there was_ some_ form of alcoholic beverage, whether in a shimmering glass, a smooth bottle, or even a hefty keg. He watched a couple down a pair of shots, then laugh jubilantly, followed by the man engaging her in a long kiss. He glanced back down at the bottle.

_Am I really going to resort to that? _he wondered, lifting the bottle closer to read the label. _Spirytus _it said in fancy lettering. It _was_ against the law, him being only seventeen and all, but it wasn't exactly uncommon for a guy his age to have had a drink or two, or to get entirely wasted every weekend. On top of that, he remembered Captain America mentioning how he couldn't get drunk due to his advanced metabolism, so that principle more than likely applied to him. Still, he'd never know unless he tried…

Peter gave a shrug. _What the hell? _he figured, tearing the top off the bottle with his bare hands quite easily, lifting up his mask, and tipping it back against his lips. _Bottoms up. _

Immediately he discovered this had been a very bad idea. It tasted absolutely_ awful. _Like he was drinking straight Germ-X out of a conveniently chilled container. He nearly spewed the foul liquid across the room, but with effort forced himself to choke it down. _Ugh! _he thought, shaking his head and sticking out his tongue. _How does anyone drink this crap?_

After taking a moment to recover, however, he took another sip. It wasn't quite as bad as before. Maybe it just took a while to acquire a taste for it. He imagined Gwen and his aunt wouldn't approve of him chugging liquor like a sailor, but it was partially their fault he was forced to be at this stupid party, so he didn't dwell on it much. Pretty soon he found that he had drained the bottle, and reached for more of Logan's leftover stash of spirits.

"Having fun, Spider-Man?"

Taken by surprise, Peter glanced over his shoulder upon hearing the voice. Before him finally stood Natasha Romanoff herself, who was donning a brilliant red dress with a matching pigment on her lips. She was startlingly beautiful, and a look of amusement sparkled in her eyes when she noticed the bottle in his hand.

"Oh, it's you!" he exclaimed after swallowing laboriously and forcing a nervous laugh. "I've been trying to find you this whole time. Where have you been?" He crossed his arms. "And for the record, _no,_ I have not. The only few people I've actually spoken to have either been creepy, painfully annoying, or royal jerk-faces. And it's _so loud; _my spidey ears won't stop ringing."

Black Widow let out a laugh. "You sound a little tipsy, Spidey. What tipped you off enough to make you want to get boozed? Didn't peg you for that kind of guy."

"I do?" he stammered, surprised. Now that she mentioned it, his head was feeling a bit fuzzy. Perhaps he should've laid off after that second bottle. Nonetheless, Peter shrugged casually, despite feeling somewhat embarrassed. "I'm not. I haven't ever had any before. I just—I don't know. I thought it wouldn't affect me, what with my juiced up metabolism and all. Guess I was wrong."

Natasha held out her hand with a smirk on her face, motioning with her fingers, and Spider-Man gave a vaguely humiliated chuckle as he handed her the nearly empty bottle. She held it up in front of her face with her brow narrowed, examined the label for a moment, then blinked in shock.

"Damn, Spider-Man. Of course it's affecting you—this is some seriously wicked stuff. How much did you have?"

Peter looked over at the table. "Uh…almost three of those…I think."

She gaped at him. "Spidey! This stuff is ninety-six percent_ pure alcohol._ You aren't supposed to drink it neat! Not even I'd try that—and I'm Russian. You're supposed to dilute it."

Peter laughed lightly. "Oh. _Whoopsies_. My b. I saw Wolverine doing it, so I thought it'd be alright."

"Wolverine?" she murmured softly, furrowing her brow, then shook her head. "You know what, never mind. I came to tell you that Stark is downstairs waiting for you. He wants to make the big announcement speech or whatever before it gets too late. Think you can make it on your own, or do you you need a steady shoulder to lean on?"

Spider-Man pulled his mask back over his chin and chuckled, taking a few experimental steps forward which weren't terribly wobbly. "I think I'll be alright. It feels like it's already starting to wear off. Who knew that this skinny little spider could hold his liquor so well?" His words were punctured mid-sentence by a violent hiccup, which made his face flush a bit but caused both of them laugh boisterously.

"Well, I think that's enough for one night," she told him, placing the bottle back on the table and nudging him towards the staircase. "Don't need two of you on the team, after all. I'm afraid the position of an alcoholic, wise-cracking geek on the Avengers has already been occupied. Speaking of, better hurry along before he gets impatient and starts over-indulging himself."

With a brisk nod, Spider-Man strode past her and wove through the crowds, eventually reuniting with the stairs and climbing up the winding path.

After reaching the top, Peter crawled onto the ceiling and beamed down at the enormous mass of people below, which fluctuated to the music in a semi-rhythmic wave. The party seemed to have reached a fever pitch, and he wondered how long the tower could endure all of this mayhem before the whole thing collapsed in on itself. Then, all of a sudden, the speakers went silent, causing a murmur of disapproval to sweep through the crowd, when a figure suddenly materialized before them on a stage that rose up from the floor. A single spotlight dropped upon him, and immediacy his mask flipped upwards, revealing the crooked grin spread across his face.

"Aloha, my pretties. What's happening out there?"

Instantly, a roar of cheers erupted from the mob, causing Iron Man to laugh out loud and pump his fist in the air.

"Now _that's_ what I'm talking about! What a great crowd—a great crowd we've got here tonight. Seriously, I couldn't've asked for a better bunch of low-lifes to break into my house, eat all my food, and drink all my scotch."

A wave of laughter rippled from the crowd, and many raised their glasses in agreement. Tony paced back and forth across the stage as he spoke, his movements sluggish and unbalanced and his voice heavily slurred. It was obvious that Peter had been too late, for he was already hysterically drunk, which he emphasized with a drag from the bottle he clutched in his fist, and Peter shook his head with helpless amusement.

"If I remember correctly, the last time I hosted a party, I was piss-ass drunk and ended up peeing in my suit and trashing my house. Good times, good times, eh, Rhodey?"

Peter spotted the person who he'd addressed, a sharp-looking man he didn't recognize, and watched as he rolled his eyes and chuckled under his breath. More laughter from the crowd, which Tony reciprocated with obnoxious enthusiasm.

"But, unfortunately, tonight is not just about me, Tony Stark, and my fiercely entertaining life. Tonight, this party is dedicated to the unmatchable and unreplicable epic bad-assery that is, my friends, _the Avengers."_

The army of party-goers went wild, screeching and whistling and throwing an absolute fit. Peter knew that the Avengers fan-base could be a little crazy, but this was reaching a level that breached the verge of insanity. He watched the hysterical idiocy of the rambunctious drunkards and the unsteady Tony Stark, and was for a moment glad that alcohol didn't affect him so profoundly.

"But, dare I say, I must warn you, ladies and gentlemen. During the last few weeks, some minor changes were made to our humble little team, in light of the recent series of catastrophes that have struck this fine armpit of North America." Tony swung the bottle left and right as he spoke, and Peter was expecting it to fly from his hand and strike a hapless patron at any moment. "First of all, a message to all of the gorgeous women of the world who are still thirsting for Starksy like a band of hell hounds—with no courtesy or respect whatsoever, I ask of you to_ lay_ _off. _I'm sorry to say that this heart of iron melts for only one madam now. She's so hot, in fact, you could say that she's_ spicy."_

Tony threw a sideways wink in the direction of a tall and beautiful red-headed woman standing parallel to the stage, whose cheeks flushed vibrantly from all the attention, and Peter recognized her from before as Pepper Potts, Tony Stark's coworker and girlfriend. A thrilled sigh of adoration purred from the crowd, although he heard a couple of women release wails of protest.

"Pepsi, everyone. Isn't she a doll?" A roll of applause followed, and he took the moment to take a long swig and clear his throat. "Anyhoo, onto the second thingamajig. Until S.H.I.E.L.D. gets its whiz back together, the Avengers will be working to protect the world and all that on our own terms. None of us will adjourn with the agency until all of the wackos are removed, I promise you that. Also, I've been told to reassure you that the freaks behind the monster attacks have been thrown in prison and will be punished severely. So, hooray, justice and all that. That's what we're all about, I guess, so I'm sure everyone's glad that that all worked out."

The crowd clapped reservedly at this, and Peter could tell that the drunken billionaire was beginning to lose the energetic people's interests. A quiet murmur began to stir, and a sense of impatience for the party to ignite back up grew tangible in the atmosphere. Despite this, Iron Man took his sweet time taking a long drink from his bottle. He swallowed heavily, wiped his mouth with the back of his hand, then tossed his beverage carelessly aside and placed his fists on his metal hips.

"Oh yeah, and one more thing," he declared absently over the drone, "that skinny little spider freak is on the Avengers now, so tell him congrats and all that if you see him."

Upon hearing this, the people immediately quieted down. They stared up at Iron Man with surprise in their eyes, watching him snatch another glass from a passing waitress' platter and polish off its contents with impressive speed, before a quell of excitement began to kindle in the room.

"Wait, you mean _Spider-Man?"_ someone exclaimed.

"Spidey's here? At the party? No way!"

"He's an Avenger now? That's weird."

"Was he forced into a contract or something?"

"How come no one's seen him since the attacks?"

"Spider-Man the Avenger! That's so cool!"

"I like Spidey better as a solo hero."

"Me too. He doesn't need a team to stop bad guys."

"Where is he? Where's Spider-Man? We want to see him!"

The energized garble swelled into a roar of excited questions and loud demands. Taken back, Peter went flat against the ceiling, as if their shouts could someone shake him from his perch. He had hoped he could get out of this party without having to cause a scene, seeing that he'd already caused plenty over the last few weeks, but that hope was beginning to dwindle away. Tony grinned at their excitement and waved his hand about lethargically to try to calm them down. When that didn't work, he simply did his best to speak above them, a tinge of amusement in his voice.

"Yeah, yeah, alright. Chillax, would you? Don't have a hernia on my carpet. It's nothing major to freak out over. Geez, you guys act like Spider-Man's as awesome as me or something. I'll have you know I've been stuck with him for a while now, and trust me, he's just a dork who runs around in red and blue granny-panties."

The crowd laughed at this, which seemed to help settle the tension in the air, and a few hollered out cheerful bursts of denial. Peter couldn't help but laugh along from his seat high above for awhile, even if Tony was being a tipsy jerk, but he quickly realized that this might be his only chance to high-tail it out of here. Everyone knew he was an Avenger now, and he had held up his end of the deal with Natasha. He was free to go home, _finally_. The idea sent a rush of relief flooding through him, and he stared down at the giggling swarm of people one last time. Then, lifting off the ceiling, he crawled across the upside-down surface back towards the vacant bedroom, where he could slip out the window and web-zip his merry way through the city and away from all this hysteria. He skittered down the wall towards the door.

"We want to see him though!"

"Yeah! Let's hear it from Spider-Man!"

"Call him out here, Tony!"

Stark brightened upon hearing this, then jabbed his pointer finger in the air. "Hey, that's a great idea. How 'bout I call Spidey up here right now and let you guys see for yourselves what a loser he is. Sound good?"

The people went nuts, and Peter went rigid. He pulled back and stuck flat to the wall, leering at Stark from afar through his mask's lenses. _Dammit, Tony, _he thought bitterly to himself, watching the drunken bastard parade around in his Iron Man armor with that stupid smirk on his face. _He is so going to wake up tomorrow with his face webbed to a toilet seat._

"Oh _Spidey?"_ he called, laying his hand upon his brow and squinting his eyes as he scanned the room. "Where you at, you creepy little insect-thing you? Come on out, the people are getting antsy." When he didn't show, Stark tsked disappointedly. "Perhaps the itsy-bitsy Spider-Man is feeling a bit shy. Would you all mind helping me draw him out from his little water spout?"

Instantly, the crowd began cheering his name. _"Spidey! Spidey! Spidey!" _they cried over and over, and Peter groaned. He knew now that there was no getting out of this without the entire city or the Avengers holding it over his head, and from the sinister grin splayed across Tony's lips, it appeared that he knew it, too. So, with an irritated sigh, Peter flipped back onto the ceiling and crawled to where he was perched directly above the stage. He aimed his wrist at the infamous drunkard, and couldn't keep a suave smile from spreading across his lips. _Might as well give my people what they want._

"Wow. Where is that little insect? I swear, if he didn't show, Tasha is _so_ going to—"

Before he could finish, a strand of webbing suddenly zipped from high above, stuck to the microphone, and ripped it right from Stark's hand. Iron Man started with surprise, and a gasp travelled through the crowd.

"Now now, Tony. Come on, we've been over this. _Arachnid,_ not insect. I think someone who struts around calling himself a genius should at least have a grip on fifth grade biology, wouldn't you agree?"

The spotlight on Iron Man rose upwards to scope across the room until finally landing on the famous red and blue hero himself, who was standing upside-down on the ceiling. The light was harsh in his eyes, causing him to blink blindly, but not nearly as harsh as the sudden roar of the crowd in his ears. He laughed lightly at their excitement, offering the sea of people a funny little wave, then fired a web-line between his feet and descended down from the ceiling on a single thread, stopping right beside Iron Man and grinning while the excessive cheering continued. Stark stared up at him for a moment, then chuckled, snatching another bottle from a plentiful passerby.

"Ah, there you are webs," Stark responded, his words slurred and mocking as he clicked on the microphone in his helmet. "S'fraid you wouldn't show. See folks, what'd I tell yah? Just your typical dork skipping around in those red and blue full-body panty-hoes of his. You give him _way_ too much credit."

Peter listened to the crowds laugh, and smirked behind his mask. This was beginning to feel like a stand-up comedy show starring Iron Ass and yours truly, and he refused to let the drunken billionaire out-class Spider-Man in a battle of quips, especially in front of the entire population of New York City. He disconnected from his web strand and dropped down beside him, very much appreciating the fact that the effects of his alcohol splurge had already worn off.

"Always gotta be hating on the spandex," he sighed, pulling at the stretchy fabric hugging his midsection. "At least my suit can breathe and is machine washable. I'd imagine it can get a little ripe inside that clunky suit of armor after going a few rounds." He laid the back of his hand against his cheek and spoke into the microphone in a loud whisper. "Some friendly advice from a Spidey with heightened senses: _no, _emptying an entire bottle of Febreze inside your suit does _not _eliminate the odor. At best, it makes it smell like Hulk's sweaty boxer briefs, with a touch of moonlit lavender."

The crowds were howling with laughter now, and Spider-Man couldn't keep himself from joining in. To his surprise, after all the misery he had suffered through the night thus far, he found that he was finally beginning to enjoy himself for the first time since this party had begun.

"Also, if there's anyone who's getting too much of anything around here, it's_ you,_ Mr. Stark, with all of this alcohol. I didn't know the term 'wasted' could be so perfectly illustrated by a single human being until this very moment, so I appreciate your enlightening epitome." With that, Spider-Man snatched the bottle out of his metal hand as quick as lightning and dumped it onto the floor. Tony blinked in surprise, his hand still curled around the open air where the bottle had once been, before he came to his senses and let out a mischievous sort of laugh. He stumbled over to Spider-Man and slung his metal arm across his shoulders, making Peter buckle a little beneath the sudden weight.

"Ah, this kid. This kid. Gotta love this kid, am I right folks?"

The crowd cheered in agreement, making Peter wince a bit before laughing somewhat nervously. He hoped no one caught onto that 'kid' remark or took it too seriously. People in the mob might get to wondering who Spider-Man really was behind his mask, and the last thing he needed was for anyone to get any closer to discovering the truth. He shot Iron Man a glare through his reflective lenses, trying to warn him to _shut up, _but Stark didn't pay him any attention as he hugged Peter roughly against his jagged armor.

"Hey Spidey!" someone suddenly yelled out from the front row. "What's your secret identity?"

A little red flag popped up in the back of Peter's mind, and he internally slugged Tony Stark in his stupid drunk face for being so careless. He did his best to play it off just as usual, however.

"Oh dear, you caught me," he sighed, dramatically clasping his face in his palm. "It's true, everyone. I'm sorry I've hidden it from the world for so long, but it's only fair that you all know." His hand dropped, and he spoke in a sinisterly deep voice. "I'm Batman."

This sparked a bout of laughter, but to Peter's dismay, it was not enough to satisfy their gnawing curiosity.

"For real though, Spider-Man. Who are you?"

"We want to know! Tell us!"

"We've seen the rest of the Avengers' faces. If you really are an Avenger, let's see yours!"

"Take off your mask!"

"Take it off!"

Spider-Man tried to take an uneasy step away from the inquisitive party-goers, but Tony lurched him back forwards with the arm still coiled around Peter's neck.

"Go on, Spidey. Tell 'em, why don't ya'? What harm will it do? After all, everyone already knows about Tony, Stevey, Brucy, Tashy, Thory, and Clinty. What does it matter if I tell them that the infamous hero they all know and love as the amazing Spider-Man is actually just puny little _Pe—"_

Peter slapped his hand across his mouth at the last second. "Ahaha! Petrified!" he blurted out, his face growing hot. "Petrified of all the attention! Haha, yeah. It's, uh, it's hard enough getting chased around by baddies and the paparazzi when I'm web-zipping about in my Spidey gear. Really don't need that going down when I'm not so incognito. Spidey's a terribly timid little spider, as I'm sure you all already know, and prefers to keep his home-life on the down-low. Sorry, thank you, that will be all on that matter."

The swarm of people whined at him objectively, but he didn't care. He was just relieved he had been fast enough to stop his drunken teammate from revealing Spider-Man's secret identity to the whole world. He felt Tony trying to pull his hand off of his mouth, but Peter's grippy fingers stuck tight to his skin and refused to release him. Just when he thought he might have to web-zip out of there with his palm glued firmly across Iron Man's stupid face, he noticed someone marching on o the stage to their left, and glanced that way.

"Alright, Stark," Captain America sighed, walking up beside him and giving him a slap on the back. "I think you've done enough partying for one night."

"I agree," Pepper Potts chimed in from behind, a line of irritation creased across her brow. "Why don't we head off to bed now?"

She clicked off his microphone, allowing Peter to finally move his hand, and began leading him down the steps. He stumbled alongside her very unsteadily, spouting drunken gibberish about how_ gorgeous_ Pepper looked that night, before the two melted into the crowds and out of sight. Peter released a shivery sigh of relief, and offered Cap a grateful nod. Steve smiled and held out his hand, and Peter, after a moment of hesitation, handed him the mike.

"In hindsight, choosing Tony Stark to announce the news of Spider-Man's acceptance into the Avengers Initiative was probably not our best call. You know him and his passionate relationship with liquor, and how it always manages to cause problems."

The crowd offered him a hollow laugh of consent, yet he continued speaking without hinderance.

"I just want to let you all know that this isn't as big deal as many have made it to be. Spider-Man being an Avenger only means that he'll be joining the rest of us in a collaborative effort to protect the world whenever it is in danger. He's not under some restrictive contract or anything stupid like that. He joined by his own willingness, and could break from the team at any time." Steve swept his gaze across the ocean of faces, who stared back at him in silence. "As I said before, Spider-Man is a hero. Ever since I witnessed him nearly get himself killed in order to defeat Scorpion and defend the people of this city, I knew he belonged on this team, and that we needed a guy like him if ever another global catastrophe took place. And after getting to know him, fighting by his side, and watching him willingly sacrifice himself to save everyone from that chimera monster attack, I can't emphasize how right I was."

A joyful cheer sounded from the crowd, and Peter just stood there in stunned silence. Steve turned back to face him, smiling sincerely.

"The Avengers are an elite team of unique people granted with varying strengths and abilities who are willing to put their lives on the line to protect this world from any threat that may come its way," he stated, gesturing towards Peter with an extravagant wave of his hand, "and this guy more than qualifies to viewed under such a title, and has proved his value, courage, and selflessness a hundred times over. So, on behalf of our entire team, it is my great honor to announce that Spider-Man is now a member of the Avengers. We cannot thank you enough for all of your help, and look forward to continue protecting the world by your side."

At that moment, the crowd went absolutely ballistic: roaring and thundering and shouting with approval. The sound pounded in Peter's ears painfully, making him flinch a bit, but he couldn't stifle the laugh that rose into his throat. He stepped out to the edge of the stage, accepted the microphone from Captain America, then stared across the vast expanse of eager New Yorkers.

"Uh, wow. Thank you, Spangles. Easy on the dramatics, alright?" He cleared his throat to buy himself a moment to gather his thoughts, then took a settling breath. "I guess this is the first time I've addressed you all directly. I've always been sorta secretive as Spider-Man since I've got people I need to protect, and having the world know who I am would put them in danger. So that's why I can't reveal that." The crowd had gone eerily silent, so he continued to speak. "As for the whole Avengers thing, I'm glad to be on their team. Even though they tried to, you know, beat me to a pulp when I first met them, things changed quickly after that. They saved my life after the Scorpion fight, and after the chimera attack, and I wouldn't have been able to stop the invasion on my own. They protected me when I was hurt, and they helped me back up when I was at my lowest point. I owe them a lot, and am really grateful for everything they've done for me." Peter eyed Clint Barton, Natasha Romanoff, Thor, and Bruce Banner amongst the faces in the crowd, and they all had smug grins spread across their lips, yet their eyes evoked a sincerity that overruled their sly disposition. Spider-Man chuckled lightly under his breath, then continued. "Also, I'd like to make it clear that just because I'm teamed up with them doesn't mean I won't continue my solo hero thing. I'll still apprehend my usual baddies like before, and continue with my city crime sweeps. Only now, I'll have some big guns to call in in case things get _really_ hairy."

Another long cheer from the crowd, one that shook the tower to its core, and Peter sighed quietly. His voice became laced with a playful mischievousness, and he glanced to his left to stare at Captain America. "So Spider-Man is an Avenger now._ Spidey the Avenger._ It just sounds right to me, don't you agree? So, yeah, hooray and all that." He laughed loudly. "And while these guys may be the lousiest bunch of muttley jerk-faces I've ever met, I'm glad to call them my teammates. And…yeah…my friends."

Peter listened to the heavy applause for a moment, and watched as people pumped their fists in the air, drank their drinks, and shouted with excitement. The world seemed to take on a blurred lucidity as his mind suddenly wandered back through the surprisingly recent past. His life sure had taken a wild turn since that day he had decided to sneak into Oscorp, or that night on the bridge when he had discovered how he could use his powers to save innocent people's lives, or since Iron Man had dropped onto the rooftop with him that evening a while back and asked him if he wanted to join the Avengers. He wondered what his fourteen-year-old self would think if he was warned of what was coming for him in the near future. He wondered what his future self would be telling him right now, what other crazy things were ahead, and what his life had in store for him. He wondered if Uncle Ben was watching him, and what he thought of everything he had become. Yet somehow he knew, with an instinct he couldn't quite pinpoint, that his uncle was smiling down at the boy who he'd always looked at like his own son, and that he was indescribably proud of him.

Peter Parker grinned behind his mask, and he allowed himself for a few fleeting seconds to simply enjoy this instant in time. He was always musing over the mistakes he'd made in the past, and what would become of Spider-Man and the rest of the of the world in the future, that he let the present of the now slip away from his relish. It was a strangely blissful sensation, one that he hadn't felt for a while, and he allowed it to fill him with a happiness that almost felt foreign.

But then the moment was over. And yet, it didn't produce disappointment. Rather, it simply allowed for another instance of equal magnitude to take its place, only this one shook away the serenity and made Peter laugh out loud.

"Alright, Spider-Man. Enough of this sappy, gross, heart-felt crap that no one cares about. Let's get back to what everyone came here for: partying until we all pass out!"

With that, Clint Barton loaded a peculiarly fat and bizarre-looking arrow into his bow and fired it at the ceiling. The projectile launched high into the air, then exploded in a huge flash of sparkling light and colorful streamers and confetti. As it all rained down on the hundreds of party-goers, the music kicked back to its thundering beat, and the party returned to its usual intoxicating roar.

Somewhat relieved, Peter flipped off the stage and landed beside the two master assassins, who grinned back at him cheerfully.

"Thanks, Barton," Peter told him with a chuckle. "I thought I was going to be up there spouting cheesy gratitude nonsense until my tongue fell off."

"Glad I could shut you up," he told him with a smirk. "It was obvious that your flapping gums meant every word of it, though. Too bad Tony was too drunk to hear that—I bet he'd never let you live it down. Guess I'll have to relay the footage to him later."

Spider-Man laughed authentically and shrugged his shoulders in defeat, and Natasha gave him a pat on the back.

"I thought it was nice," she assured him, and curled her ruby red lips into a smile. "Anyway, a deals a deal. The party will probably end soon, so you can go ahead and leave. I think you've suffered enough torture for one night to know from now on never to place a bet with me ever again. So, all in all, mission accomplished."

Peter smiled bashfully and rubbed the back of his neck. "Thanks, Natasha, but I think I might stick around for a while. I mean, just because, you know, you did say, after all, that I had to stay for the whole time. And I certainly wouldn't want to deny the famous Black Widow everything that I owe her, would I?"

Natasha blinked in surprise, then giggled a soft and shrewd laugh. "Ah, I suppose not. Do what you want then, Spidey. Just don't get into too much trouble."

Peter nodded, and the two walked off together, appearing very dignified and professional from the confidence in their steps and the erectness of their spines. And yet, Peter swore he saw them interlace their hands together before evaporating into the darkness, and he laughed lightly to himself. Then, just like that, he joined into the partying around him almost seamlessly, and pretty soon found that this wasn't quite as bad as he thought it would be.

After hanging out with a group of fellow spidery-dressed people, signing a few autographs, and even hesitantly testing out the dance floor (which he quickly ruled out to leave to the professionals), Peter was surprised when he realized that the party was over. People began to grow weary, and the crowds began to scatter. Relieved to discover that Tony Stark had hired a top-notch cleaning crew to sweep up the extensive devastation, Spider-Man waved goodbye to his recently acquired companions, as well as the remaining Avengers who were still conscious, then merrily web-zipped himself all the way home.

He walked into his apartment to find his aunt and Gwen passed out in a messy pile across the couch, and the last remaining slice of his birthday cake that they had managed to preserve after the Avengers had torn into it was sitting on the coffee table. He wondered if he should take her home, as her mother was probably terribly worried about her. He couldn't exactly blame her—after everything that had happened, what with Gwen nearly dying and Stark having to call Mrs. Stacy and formulate a lie that she was staying with him to work as a possible intern because of her help with the development of the chimera-killing serum, he could imagine that she must be very concerned about her little girl, and probably wanted to see her as soon as possible. But he just couldn't bring himself at that moment to wake her from her peaceful and much-needed slumber. So, after changing into some comfy clothes and brushing his teeth, he hauled his blankets and pillows down the stairs, spread his sheets out across the floor beneath the couch, and snuggled up comfortably right beside the rest of his family. He guessed it was about 4:45 a.m. by the time his eyes finally slipped shut that night, and yet the sleep felt warm, refreshing, and strangely bountiful.

The next morning, Peter zipped Gwen up to her room and left her with a passionate kiss on the lips. He told her he hoped she could work everything out with her family, and that he would visit her as she gathered the rest of her strength back. Then, grinning like a fool, he hopped out of her room and went soaring down the street. Gwen leaned sleepily against the windowsill, and smiled dreamily as she watched her boyfriend fly high above the bustling city before disappearing somewhere within the twists and turns of the concrete jungle.

When he got home, he was surprised to find his aunt trying to clean up what remained of the mess that the chimera had created during his unannounced visitation. He immediately stole the broom from her, and pushed her gently back onto the couch.

"I've got this, Aunt May," he insisted, sweeping up the dust and debris into an already heaping pile. "You just focus on resting up and being lazy for once."

Aunt May laughed. "Oh Peter, I'm completely capable of cleaning my own house. And if there's anyone who needs rest around here, I'm afraid it's you, dear. Exactly how late did you stay out last night?"

Peter grinned shyly. "Uh…pretty late."

She smiled amusedly. "Well, did you have a good time?"

Peter narrowed his brow and continued his sweeping for a moment, trying to decide how he should answer. Thinking back through everything that had happened that bizarre evening yesterday—his strange meeting with that fiercely seductive lady, Deadpool's obnoxious reappearance, being introduced to that Wolverine jerk, getting drunk off of that crazy alcohol for about five seconds, Stark nearly spewing his secret to the whole world, his address to the crowd and the rest of the city, and the finale of him actually managing to enjoy himself—he didn't know how he could possibly sum it all up in one perfectly articulate phrase. So, shrugging his shoulders, he glanced back over his shoulder at his aunt sitting on the couch, and a silly sort of smile spread across his face.

"You could say that."

* * *

><p><em><strong>Guess what. GUESS WHAt. OMG I can't <strong>_**_believe I'm actually saying this, but...the next chapter is going to be, without a doubt, the last chapter of this story. THE LAST CHAPTER OF THE HUMANITY OF SPIDER-MAN. I cannot believe I actually made it this far! Whoop whoop! It's totally because of all of your awesome support, so thank you times a billion. It makes me sad though... :,( I'll probably take a long time on it because I want it to be perfect. But after it is finally finished, I will have other matters to attend to that I will explain later...muahahaha. Also very pumped to hear the rumor about Spidey maybe being in the Avengers Infinity War movie...? I heard my babe Garfield probs won't be in it :,( but hey, I'm so desperate for a cross over movie I don't even care who it is. It could Miles Morales, cuz he's freakin awesome, but whateves. Anyhippityhoo, maybe write a review, and see y'all soon for the finale! :D :D :D_**


	27. Chapter 27

_Disclaimer: I don't own, I have not owned, and I never will own any of the stuff in this story...but after all this it kinda feels like I do :)_

**_*A single tear traces down my cheek* Yep. It is finished. The last chapter! YAAAAAAAAAY! But also, not yay. Cuz it's kinda sad. I've been working on this since July last summer, so it's crazy to think that it's over finally. I really hope you all have enjoyed it as much as I have. I have so much to rant about that I'm saving for the end, so for now, please read the final chappie of my story. I hope it satisfies :)_**

* * *

><p><em>Chapter 27<em>

"No."

The elderly woman held out the plate for him expectantly.

"Oh, come on, dearie! Just one bite?"

_"No," _he repeated, fuming in his chair.

"But they're good for you! They make your eyes healthy, and your body strong! You do want to grow up to be a big, strong, healthy young man, don't you?"

The little boy pouted furiously. "No! I'm already strong! What I want is for you to leave, so my _real_ babysitter can come!"

Ms. Carrie sighed exasperatedly. "Dawson, honey, we've been over this—"

"It's_ Spider-Dawson!" _

The weary lady rolled her eyes. "Spider-Dawson. I told you already, Spider-Man is _not _coming to watch you. He's far too busy running around the city, causing a mayhem, and being the usual menace to society that he always is." She shook her head disappointedly. "I can't imagine why your parents would fill your head with the idea of that masked hooligan being some kind of hero, but trust me, dearie—he's not a good guy. He's just like any other crook off the street who hides behind a mask. I do hope the police catch him soon."

Dawson sprang from his chair. "No! You're wrong! Spider-Man _is_ a hero, the best one! I know it, because I met him!"

Ms. Carrie let out a laugh. "Oh, of course you did, dearie. Well, if Spider-Man _was_ a good guy, he would definitely want you to eat your carrots so you can grow up to be big and strong. All good little heroes eat their vegetables, and you're no exception." She picked up one of the hideously orange roots and held it up to Dawson's lips, which were pursed firmly shut. "Come now, dearie. Open wide."

Dawson kept his mouth closed a moment longer, and his eyes wandered wistfully to stare out on the roof as the sun slowly began to sink behind the industrial skyline. It had been almost a month since Spider-Man had saved he and his family from the giant alligator chimera during the monster invasion, followed by them having to rescue Spidey from drowning and tend to his many injuries, yet the memory still felt painfully fresh in his mind. Ever since he had left in a hurry, Dawson had hoped with all his heart that he would return so they could play and have fun together like before. Spider-Man had been like the older brother he'd always wanted, even if he had only spent less than an hour with him, and he missed him terribly. And the fact that his parents had to resort back to calling over the wretched Ms. Carrie to watch him made his loneliness sting all the more. He glanced down at the disheveled action figure lying on the floor and the crumpled Spider-Man costume overflowing out of his toy box, then sighed miserably. With a look of defeat, Dawson finally opened his mouth, and Ms. Carrie, smiling in triumph, leaned forwards jubilantly.

_Ding-dong._

The sudden chime of the doorbell startled her from her diligence, and she glanced up in surprise. With a huff, Ms. Carrie placed the carrot in his hand and rose to her feet.

"One moment, dearie. By the time I get back, that whole thing better be in your tummy!"

As the elderly woman shuffled across the room, Dawson stared at the vegetable in his palm, stuck out his tongue, then dropped it back onto his plate in disgust. He knew Spider-Man would never force him to eat carrots. He was far too cool for that: if he was still around, anyway.

Composing herself, Ms. Carrie swiped a silver hair out of her face, unlocked the door, and carefully cracked it open. What she found on the other side surprised her.

A young man stood in the hallway that she did not recognize. He was relatively tall and lanky, and had brunette hair that sprouted from his head in a charmingly unkept way. His brown eyes were soft and welcoming, yet seemed to be shadowed by a haunted weariness, despite the fact that he looked only to be in his late teens. He still, however, maintained a quirky sort of awkwardness as he offered her a nervous smile and shouldered his shabby backpack. He, too, appeared slightly surprised by her appearance.

"Well hello, dearie," Ms. Carrie finally greeted him, curling up the sides of her crinkled lips into a ghost of a smile. "And what is it that you might be needing?"

The boy glanced at the room number distractedly before speaking. "Uh, hello ma'am. How's it going?" She gave him a weird sort of nod, so he just continued. "You see, I was in the neighborhood, and I was just thinking that I might—" He checked the room number again, as if it had magically changed in the last four seconds, then looked back at her in puzzled defeat. "I'm sorry, is this the Stevens' apartment? Or am I just completely off my whack right now?"

Ms. Carrie nodded. "Why, yes it is. I'm afraid Mr. and Mrs. Stevens are out at the moment, however." She glanced over her shoulder, a slight irritation entering her voice. "I'm here watching Dawson in their absence. He's quite the little…well, you know how children are." She smiled back at him cheerlessly. "How do you know the Stevenses?"

He let out a skittish laugh, trying to find the right words. "Well…I'm a family friend. I, uh, I bumped into them a while back, and we all hit it off really well. Especially Dawson and I."

At this she raised her eyebrows. "You and Dawson, hmm? You like spending time with him? You two are close?"

He shrugged his shoulders. "Well, yeah. Of course. Who doesn't enjoy the little tike? I mean, uh, I haven't seen him in a while, so we aren't super close, but that's why I was coming over today—to see him and his family." He retreated a bit. "But, um, if his parents aren't here and you're busy and all, then I could just come back later and—"

Ms. Carrie suddenly let out a painfully jubilant laugh, which sort of startled him, and grasped his hands in her own gnarled ones. "Oh, certainly not! I'm sure he'd love to see you, probably _so_ much more so than me. I'm quite old and tired, as you can see, and he's such a rambunctious little brat. It's hard for me to keep up with for _four hours_ straight."

He chuckled nervously, knowing well where she was going with this and knowing he couldn't comply, but was a little off-set by the fact that she wouldn't let go of his hands, like she was afraid he'd scurry away if she gave him an inch. "Well, uh, I wouldn't want to cause you any more trouble—"

"Nonsense!" she insisted, pulling him closer to the doorway. "If you're a family friend, I'm sure they wouldn't mind you sticking around for a while." A wily sparkle seemed to flash in her eyes. "In fact, I'm very much due for a nap, and I'm sure my babies next door are missing their mama so much. I hate to be so curt, but would it be too much trouble, dearie, if I asked you to takeover babysitting him so that this weary old soul could rest for the remainder of the afternoon?"

The two of them both knew that she had him trapped now, although it wasn't that that bothered him. He was more than happy to watch Dawson and spend some time with him. The only problem was that Dawson didn't know who he was without his mask on, and he didn't want to freak him out by just waltzing in as some stranger to watch him as his parents were out. Except now, he was beginning to run out of other available options. He forced a smile to spread across his face, masking his inner anxiety, and tried to formulate in his mind some polite way to refuse the old woman's proposal, when out of nowhere she dragged him inside the apartment.

"Come on now, dearie! You look like a young, lively, compassionate young man with time on his hands! You can just tell his parents that I was feeling under the weather and that you offered to cover for me. I'll even let you take the pay for the job."

He swallowed hastily. "Uh, well, I'm not sure if—"

"Oh, don't be so shy!" she exclaimed rather rudely, then glanced over her shoulder at the little blonde boy sitting at the table. "Dawson, dearie, listen to me. This kind friend of yours will be watching you for the rest of the day. Behave for him, alright? Your parents will be home by four."

Before Dawson could even lift his eyes, Ms. Carrie had already turned back to face the stranger, beaming up at him almost evilly. "Thank you for your help, and I do hope this can become a regular thing!" With that, she grabbed up her purse, slipped into the hallway, and slammed the door shut behind herself. With his enhanced hearing, he listened to her mumble excitedly about watching soap operas with her cats before she shuffled down the corner and out of range. He blinked in shock, wondering how he had scored himself in this situation so suddenly, then turned back around with hesitance.

Peter Parker faced the young kid from across the room. Plopped down in his seat at the table, Dawson stared back at him with a puzzled expression spread across his innocent face. He looked as adorable as he remembered, with his gently rounded face and big, curious eyes, although he swore he had grown a little bit in the past month since he'd seen him. He had no idea what to do. Peter's original plan for visiting the Stevenses had been to simply speak to them with his stake as Spider-Man's personal photographer for the Daily Bugle, seeing that Jameson had somehow had enough kindness in his shallow heart to let him keep his job, to deliver a message of gratitude on behalf of the wall-crawler for everything they'd done for him, as well as to check to make sure that they were all alright after the chimera invasion. As much as he'd love to pop in and say hi dressed in his familiar red and blue spidey suit, he was troubled by the fact that repeated visitations from their friendly neighborhood superhero might draw some dangerous attention to the family. He felt it was cruel of him to endanger them in any way, especially after all that they'd done for him. But he just couldn't keep himself from coming over to see them, even if they didn't know who he was. Only now, he had gotten himself into quite a pickle, and he began to question if this had been such a good idea.

"I don't know you," Dawson said all of sudden, his voice surprisingly calm. His eyes were dreary and downcast, and his shoulders were slumped. He rolled the carrots around on his place absentmindedly. Peter recognized this disappointment from the last time they'd met.

Peter offered him his friendliest of smiles. "Don't worry. I met you and your family a while ago. It was kinda far back, though, so that's probably why you don't remember.

Seeming to have accepted this, Dawson continued to mess with his vegetables. After rubbing his palms together restlessly, Peter scratched the back of his head and strolled up to stand beside him, watching his small hands work. He stared around the room, and quickly took notice of the large stockpile of Spider-Man stuff that had been accumulated by the boy in his absence, including toys, clothes, coloring books, and even a plethora of hand-drawn pictures that covered almost the entire surface area of the refrigerator. He blinked slowly, rubbing the back of his neck.

"You like Spider-Man, huh?"

Dawson immediately dropped what he was doing and beamed up at him.

"Yeah! He's awesome! He's my absolute favorite superhero _ever!" _His excitement disintegrated just as quickly as it had arisen, however. "I met him. I met Spider-Man. No one believes me, but I did. And he was really nice. But…Mommy and Daddy say that he's too busy right now to come back. So I've been waiting really, really,_ really _patiently. But he still hasn't come back, and I really miss him."

Peter was instantly struck with a sickening guilt. It was so unfair of him to neglect the little tike like this, and he hated seeing his innocuous eyes look so sad. It hit him suddenly how very bizarre all of this was—how fond he had become of the kid after just one meeting. Although he viewed him mostly like the little brother he'd never had, this weird necessity to make Dawson happy and to protect him however he could made him vaguely question in the back of his mind if this was what it would be like to have a kid of his own. He remembered Mrs. Stevens asking him about having children before, and how he had quickly shot it down with hastened embarrassment. And yet, although he was only seventeen years old, he realized that the possibility wasn't exactly as far off as he'd imagined. He wondered for a moment if his Spidey powers could be transferred genetically. Then he realized what exactly he was pondering right now, and what that would require between him and Gwen. The idea made his face flush slightly, and he quickly pushed the thoughts out of his mind. He had more pressing matters to deal with.

Revealing Peter Parker as Spider-Man to the entire Stevenses family was probably not a very good idea. Although he trusted them to keep his secret, he just felt in his heart that that was too much of a burden to place on them. But revealing the amazing Spider-Man to be just a regular, nerdy guy to one little kid who idolized him so fondly didn't sound like such a bad thing…

It hadn't done any harm that night with Jack on the bridge, anyway.

"Spider-Man is pretty cool," he finally stated, casually slipping off his backpack and kneeling down to the ground. "But, uh, yeah. He has been really busy lately. Being a superhero and all."

Dawson eyed him curiously. "Do you know Spider-Man?"

Peter couldn't stifle a chuckle. For such a young kid, he was awfully perceptive. "Well…yeah. I guess. You could say that."

His expression brightened vibrantly. "Really? Wow! You know then, right? You know that he's good? Because Ms. Carrie told me he was a bad guy, and so have my friends. But _we_ know he's a good guy, right?"

Peter smiled softly, his head hung low. "Well, he tries to be. But Spider-Man—he's just like you and I, you know. He tries to do the right thing and be a good person. He tries to help people. But sometimes…things just don't work out, and he ends up doing more harm than good." Then he laughed at how ridiculous he was being. "Sorry. I guess it's kinda hard for me to explain, and hard for you to understand."

But Dawson perked up. "No, I get it. It's just like—like when I tried to help Mommy bake a cake for Daddy's birthday. I wanted to help by cracking the eggs into a bowl while she was gone, but you aren't supposed to leave the shells in the bowl, or use all of the eggs in the carton. So I made the cake all gross, and we had to buy one instead." He blinked up at him sheepishly. "Is that what you mean about Spider-Man?"

Peter chuckled softly, and raised his eyes to smile at him genuinely. "Yeah. Exactly." He unzipped his backpack. "Like when Spider-Man tried to help Curt Connors get his arm back, and ended up giving him the equation that turned him into the Lizard, who hurt lots of people. Or when he tried to help the Avengers a while back with the corruption in S.H.I.E.L.D. and Oscorp but ended up being the source of the entire problem." He smiled apologetically. "And…you know, when he met an awesome kid and his family who helped save his life, but made them all sad when he couldn't keep his promise to them. Well, until now, anyway."

Dawson stared back at him with a strong inquisitiveness in his eyes. His lower lip stuck out slightly, and his brow was narrowed as it always was whenever his mind was hard at work. He tilted his head to the side a bit.

"How…how do you know Spider-Man?"

Now grinning, Peter reached far inside his backpack. "How about you close your eyes, and I'll show you."

Dawson blinked in surprise, eyeing Peter's opened backpack down on the floor beside him. Then a confused sort of smile spread across his face, and he covered his eyes with his hands.

Still wondering if this was really a wise decision, Peter took off his over-clothing to reveal his Spider-Man costume underneath, and slipped on his gloves and mask.

"Okay. Open 'em."

Dawson moved his hands, and found himself in an empty room. Again, he blinked his big blue eyes in stunned silence, then glanced left and right, puzzled. Just when he was sure his makeshift babysitter had abandoned him, he felt something stick against his back, and was suddenly lifted high into the air, which incited a cry of surprise to spring from his throat.

"Why, I didn't scare the great Dr. _Spider-Dawson_, did I?"

When Dawson lifted his wide eyes to stare at Spider-Man kneeling upside-down on the ceiling, after going steady himself, Peter immediately concluded that this had been the right choice. This versus not visiting Dawson as Spider-Man was the decision he knew he wouldn't regret. Because the unsurpassed excitement and joy that consumed Dawson's expression, the brilliant sparkle of hope it lit in his eyes—that was worth any number of problems that this could cause him in the future. He was sure of it.

_"Spider-Man!"_

* * *

><p>All afternoon long, the two of them played every sort of childish game imaginable. One being a very difficult version of upside-down catch, another being a contest to see who could spin on their web the longest without laughing (Dawson lost almost every time), and another being extreme four-wall hide-and-seek, to name a few. Dawson was exceptionally pleased when Spider-Man "accidentally" bumped into the table and spilled the carrots all onto the floor so that they <em>obviously<em> had to be thrown away. It was all so very simple and seemingly pointless, but every silly and hysterical moment couldn't have felt more substantial to Peter, because he knew how much it meant to Dawson. The time came around for him to leave, however, and he had to make sure Dawson understood his situation.

"Very few people have seen what I look like without my mask on. I need you to keep it a secret for me that you know. Even from your parents, because it's that important. Can you do that for me?"

"Of course, Spider-Man! I promise! I won't tell anybody."

"Awesome. I'm glad I got to play with you again."

"Me too! It was so fun! Will you—will you be able to come back again sometime? Sometime soon?"

Peter smiled sadly. "I'll do my best, bud. I'll visit you as often as possible. I promise." After today, he had decided that he'd come by to see him more often than he had over the last month, whether by the elevator in his street clothes or via web in his spandex suit, because that's what Dawson deserved, and what both of them wanted. Screw the press—he would just have to be sneaky about it. Looking thoughtful for a moment, he snatched up a pen and notepad from the countertop and scribbled something down on it. Then he placed them back where he'd found them and turned back to Dawson. With a whoop of excitement, Spider-Man scooped him off the floor and threw him into the air, making him squeal with surprise and laughter. When he caught as he fell back down, Dawson wrapped his small arms around him in a fierce hug, which took him by surprise.

"I'll miss you while you're gone, but have fun beating up bad guys!"

Peter chuckled. "Thanks, bud. Maybe the next time I see you, I'll bring a little surprise. Alright?"

"Awesome! See you later!"

Peter could hear Dawson's parents coming down the hallway towards the room, and so with a silly wave to his enthusiastic friend, he slipped out onto the roof, fired a bio-cable at the neighboring flagpole, and went swinging down the street with a cheerful holler. Dawson watched him vanish behind the buildings, his face pressed up against the window, before he heard the door behind him unlock, and he turned around.

The two parents burst in with multiple bags of groceries hanging from their arms, flustered and bedraggled but otherwise warmed by the sight of their son smiling back at them from across the room.

"Hey, darling," his mother said to him, shuffling with effort over to the kitchen and lugging her load onto the counter with a huff of exhaustion. "How was your day?"

Dawson held his hands together behind his back and smiled innocently. "Fine."

His dad dropped off his bounty, then stared around the room in confusion. "Wait—where's Ms. Carrie?"

The young boy picked up his cheaply-made mask from off the floor. "I don't know. She left."

"She left?" Mrs. Stevens repeated, appalled. "You mean, she just left you here all by yourself? Without telling us?"

Dawson shrugged his shoulders carelessly. "Yep!" Then he turned around in one swift movement, snatching up the rest of his Spider-Man costume and marching across the room. "I'm going to go play with my toys now. Bye!"

When their son had gone into his room, the couple shared a look of disbelief.

"Well, guess we're never asking her to watch him again," Mrs. Stevens growled, walking into the kitchen and placing some fruit in the bowl in the refrigerator. Mr. Stevens began sorting through the purchases at the counter.

"I suppose she's getting too old to know how to care for children properly."

"Still, how terrible of her!" she exclaimed, setting a box of Pop Tarts in the pantry. "How could she just leave him like that, without even telling us? She's lucky I'm above filing a lawsuit against someone over eighty years old. Just think of what could've happened to him."

Mr. Stevens snorted. "He seemed pretty happy about it, though."

Judith rolled her eyes. "This isn't funny, Mark. Now we have no one to call to watch him when we're both called in like that. What are we going to do?"

Marcus shrugged his shoulders helplessly and moved one of the bags to the floor. Underneath he discovered a small notepad, the one his wife took notes in to remind herself of what she had to do each day. He was surprised to find that there was a note written on it in handwriting he did not recognize. He picked it up off the counter and read over it intently. He read it again, just to make sure he hadn't somehow imagined the words scribbled across the paper in crisp, swirly cursive. Then he smiled.

"Judith, dear," he grinned, holding out the notepad. "I think I just found the answer to all of our questions."

Mrs. Stevens turned towards her husband, blinking in surprise. She took the book from him, shooting him a puzzled look, and read over the letter. When she had taken a moment to absorb the words, she let out a soft laugh, shaking her head and grinning hysterically.

"I suppose you're right."

She laid the notepad back on the counter, and the two walked across the apartment to Dawson's room. There their son laid flat on his bed, staring up at the ceiling, which all his toys were hanging from on individual web strands, swaying gently in the breeze of the fan. The entire family shared in a bout of laughter, and Dawson timidly explained how Spider-Man had come to watch him instead of Ms. Carrie. He didn't mention seeing Spider-Man's face, though—just as he had promised.

Beside a phone number, in sharp, curly letters, it was written:

_Shoot me a call if I'm needed again_

_~Your Friendly Neighborhood Spider-Man_

* * *

><p>"So, this one's called the Sukhasana pose. It's probably the most basic and well-known, but it really helps to put your body in a state of total relaxation."<p>

"..."

"And the scent I'm burning is agarbatti. They're incense sticks from India, and their smell is very soothing, especially after a long and stressful day. Worked wonders for me while I was working in Calcutta. What do you think?"

"..."

"Uh...Spider-Man? Are you awake?"

"...Zzz..."

Bruce Banner chuckled softly and gave him a nudge. "Peter?"

Immediately, Peter jolted awake with a start. "Ah! Wha—what? Oh…oh, crap. Did I…?"

Bruce laughed again, patting him lightly on the shoulder. "It's fine, Peter. If you're so relaxed that you're falling asleep, then it's pretty obvious that this is helping to de-stressify you."

Peter chuckled embarrassedly, rubbing at his eyes. "I'm sorry. I didn't—I've never done this kind thing, this yoga meditation or _whatever_ it is stuff before. I've always thought it was kind of…I don't know…something that only old ladies did…?"

Banner snorted amusedly. "Well, it's not exactly the most manly thing in the world. But after developing my little tick of turning into a giant green rage monster at the slightest emotional imbalance, I thought it wouldn't hurt to give it a try. Although keeping myself busy with my science and research and Avengers stuff helps keep my mind off things for the most part, a little bit of relaxation on the side helps me stay cool. And since you're sort of dealing with a similar issue after that fight with Scorpion, I figured it could help you, too."

Peter coughed a little on the pungent aroma that blanketed the room in a heavy lull. "Yeah, no, I gotcha. Thanks for trying, haha. I'm just not so sure if this sort of thing is really…my style." He laid back against the wall, combing his fingers through his hair. Although having The Other still inside of him was kind of scary, Peter had grown pretty well accustomed to it, even without the help of Bruce Banner's silly yoga stuff. Keeping the beast's wrath contained within himself had almost become second-nature, so long as something didn't anger him enough to bring him to the point of completely losing it, and that certainly wasn't happening on a regular basis. His will over its fury was powerful, and he had learned to accept it with some helpful tips from his fellow two-sided science geek, including how to remain calm and in control. Bruce had tried to explain to him that he could also remain in a constant state of anger in order to never allow his anger to take him by surprise, thus keeping him from turning as easily, but that sounded very undesirable. Besides, the residence of The Other inside of him as it was now granted him an enhancement in his spidey powers which made him more capable of protecting people, and he figured that was fair trade in exchange for a little paranoia. He had developed a strange acceptance for his savage spider side, one that made him confident that he could keep it at bay, although he knew he would always feel the itch of its presence residing inside of himself—a constant reminder that he had to contain its beastly wrath, yet at the same time a memento to the adversity he had overcome, and a reminder to hold true to the responsibility bestowed upon him.

Banner shrugged and pressed his palms together, closing his eyes and narrowing his brow. "Hm. _Teenagers_. Think they're too cool for anything these days."

Peter chuckled as he slowly rose to his feet, stretching his arms over his head. "My free track is up now, anyway. Gotta head back to school."

"Oh, sucks to be you," Bruce said with a laugh. "Well, you should stop by again later this week. Stark and I have been working on some pretty fun stuff recently: redeveloping Avengers Tower's arc reactor to work on a broader scale, studying designs for some new suits Tony has envisioned, and some other sciencey stuff that I'm sure you'd be interested in. We could definitely use your input."

Peter grinned. "Sounds cool. I'll have to come whenever I have the time. Gwen would kill me if I didn't let her tag along, though, so sorry if she invades the man cave."

Banner smirked. "I thought that was implied at this point."

After slipping on his backpack, Peter opened the door with a grin. "Guess so. See you around, then."

Once across the room, Tony waved him off with a quirky salute as he downed a cup of over-embellished coffee. Since the chimera attack had been resolved, the Avengers had gone back to whatever it was they did outside of their super secret boy band business, all in waiting for the tip-off from Fury for their next Earth-defying mission. So minus the occasional drop in from one of the other teammates, Tony and Bruce were really the only two Avengers left in Avengers Tower. Banner had decided to stick around and work with Tony on science stuff after everyone had left, and Peter joined the two geniuses in their lab whenever he had the chance. On their best days their productivity was radical—they designed reflector panels for Tony's armor to make it become nearly invisible, invented spider-tracer gadgets to be placed around the city that Bruce wired to trigger Peter's spidey sense when there was danger in different areas, created a heart monitor for Banner to wear on his wrist that would inject sedatives into his blood whenever his heart rate reached dangerously high levels, sparred with one another to keep their fighting skills refined (well, mainly Stark and Peter, seeing that the Hulk didn't need nor want to practice), and on their "best" days the trio stayed up until four binge-watching _Doctor Who _or _The Big Bang Theory _while shoveling candy and Doritos down their throats. Seeing that he'd spent the majority of his free time with his two favorite women before now, it was fun for Peter to have guys to hang with for a change.

After rolling his eyes and shaking his head, Peter strolled onto the balcony, slipped on his Spider-Man mask, then hopped over the edge and web-zipped back towards his school, which squatted amongst the crowded buildings like a glorious monument to the misery of Midtown's adolescent population.

The final bell of the day tolled, and Peter was quick to slip out of class and into the stream of teens flooding through the hallway. While following the hurried flow, Peter eyed his old history classroom that was still under repairs after having a truck crash through it and the walls completely cave in on themselves. The rest of the school after Hulk's little mishap had only suffered minor damages, so class had finally resumed after a three-week cancellation period. Peter couldn't help but smirk as he passed by the room, remembering all the trouble that day had caused him, and what it had led him into.

After emptying a mountain of books into his backpack, Peter shut his locker, more than ready to get home, when he suddenly found himself facing a familiar blonde jockey, and halted in surprise.

"Oh, uh, hey Flash," Peter stuttered, not really sure if he was still sick with the weirdly-nice bug or if he had descended back to his usual jerky self. But after examining the very serious expression on his face, he wondered if neither was the case.

"Hey Parker," Flash finally answered, dropping his gaze distractedly to the floor. He glanced around for a moment, heaved a sigh, then continued. "I just wanted to…I never thanked you for before. You know, for…saving my life and all. That truck would've squished me if you hadn't pushed me out of the way. Thank you for that."

Peter shouldered his backpack a bit awkwardly. "Yeah, no, sure. No problem. Glad I was quick enough."

Flash chuckled slightly and rubbed the back of his neck. "I gotta admit, that was a pretty solid tackle. Never seen anybody move that fast before in my life. Ever consider trying out for football next year?"

Peter laughed out loud. "Uh, thanks, but I think I'll stick with what I'm good at, which doesn't involve my spine being snapped in half by two-hundred pound gorillas."

He snorted at that, but the sharp serious still lingered in the back of his eyes. He stared down at the t-shirt he was wearing with the Spider-Man emblem on it, rubbing his palms together absentmindedly. "I, uh, I met Spider-Man. On the day the Hulk attacked the school. He was here after everyone had cleared out."

Peter forced a smile to spread across his face, trying to mask his kindling anxiety, and injected his voice with feigned excitement. "Really? In the school? Again? Wow, um, that's awesome! Uh, too bad I wasn't there with my camera. Would've made for a cool front-page photo."

"He's a lot smaller than I thought he'd be," Flash continued without acknowledging Peter's reply, "and his voice doesn't sound how I thought it would. And it was weird, the way he just showed up out of nowhere after everyone had gone."

A lump had formed in his throat that Peter felt he couldn't swallow, and he ran his fingers through his hair while avoiding eye contact. "Y-yeah. I've heard that too. I mean, about _him. _Spider-Man. That he's not what people expect in person. Pictures really don't do the guy any justice, but hey, I get paid for them nonetheless."

"He's definitely not what I was expecting," Flash admitted, hinting a grin, "but he's still really cool. He fought the Hulk, that green armor thing, and all of those freaky monsters, and now he's right back to doing his regular crime-fighting. I heard he's even on the Avengers now. And he must have to do something else to earn money in order to, like, _eat_ and _live_ and whatnot. And I'm sure he's got a life outside of being a hero, since he wears a mask and all. Even for a guy who's got freaky spider powers or whatever, the dude must be wiped. Don't you think?"

Peter noticed that Flash was eyeing the dark bruises abounding his neck and face that he'd procured the night before from a squabble with a robber, who had been startlingly quick and ninja-like and had managed to land a few good ones on him before meeting his match, and Peter pulled up at his collar in a not-so-subtle fashion. "Yeah. Sure. I don't know." He narrowed his eyes slightly. "What's this about, anyway?"

Flash stayed quiet for a terrifyingly long moment, seeming to analyze every little detail of his rigid face as Peter stood anxiously before him. Then Flash grinned and shook his head.

"Nothing. It's nothing. Just trying to make conversation is all." He stepped to the side with a laugh. "Geez, don't be so uptight, Parker. We're cool now, alright? I'm not the guy I used to be."

Peter tried not to show how relieved he was as he released a slow breath between his lips. "Oh, yeah. That's uh—that's what I was—no, that's good. Great. Thanks. I'm glad."

"Later, then."

"Yeah. See yah."

With Flash finally out of his way, Peter began to make his way down the now half-empty hallway, his hands stiff at his sides. Just before reaching the doors, however, a yell from behind made him stop in dismay and turn back around.

"Peter!" Flash hollered, jogging up beside him as he swung his backpack off his shoulder. "Forgot about this. I tried to stop by your house and drop it off before now, but every time I went your aunt said you weren't home." He dug through the messy contents for a while before producing a plastic bag, which he handed to Peter. Feeling a bit wary, Peter accepted the bag and opened it. Bundled up inside was a jacket, a T-shirt, a pair of jeans, and some worn gray Converse. He blinked in confused surprise, and glanced back up at Flash.

"How did—?"

"The janitor found that in the guy's washroom and thought it was all mine for some reason. Probably because the football team leaves crap in there all the time," he explained with a snort. "I made it very clear to him that I would never wear anything so puny and dorky, but I thought it looked familiar. Then I remembered seeing you with that on the last time I saw you, and told him I'd return it to you. It is yours, right?"

Peter's mouth had gone dry. He remembered the day the Hulk had attacked the school, and how he had stripped off his street clothes in the bathroom to don his Spider-Man costume before heading off to fight the beast. He had forgotten that he'd left them in there, and was really paying for it now. Dust and debris still clung to the fabric from when the classroom had nearly caved in on top of them. He tried to laugh his nervousness off, but it came out more like a cough.

"I…uh…yeah. Thanks…"

"I'll just let you have that without asking any questions," he laughed, "because I don't think I want to know."

Peter shoved the clothes into his backpack recklessly, combed his fingers through his hair, then turned back to face Flash again, his jaw tight. "Thanks."

A seemingly knowing smile spread across Flash's face. He scratched the back of his head, glanced behind himself, and, after a moment of hesitation, laid his hand on Peter's shoulder.

"Just so you know, if you got anything you need to vent about or whatever, I got your back. I wouldn't go telling anybody. I'm not the guy I was before. I'm better now. I've changed." He lowered his gaze slightly. "I was a real jerk before, but someone showed me a better path to take—what kind of person I should try to be instead, and so that's who I am now. Just know that you can trust me, alright?"

Peter blinked up at the calm sincerity in Flash's expression. While he couldn't be sure if he truly, actually _knew_ just from the shrewd glint in his eyes, it was at least comforting to know that his little spidery secret would be safe if he did. He chuckled under his breath and rubbed at his chin before lifting his gaze to look him directly in the eye.

"Thanks, Flash. Seriously."

Flash grinned enthusiastically. "No problem, man. Take care of yourself, 'kay?"

Peter nodded back earnestly, and after slapping his shoulder a few solid times, Flash walked past him and out of the school into the crowd of students huddled under the awning, leaving Peter standing alone in the empty hallway. The rain pattered against the sidewalk outside, and the sky was dark and foreboding. After shooting a glance over his shoulder, Peter pulled out his collar and stared down at the red and blue costume he was wearing underneath his clothes, and the iconic spider insignia stretched across his chest. A quiet laugh escaped him.

If only they knew.

* * *

><p>Icy droplets poured from the black sky, and thunder rolled overhead. It was going to be one of<em> those<em> nights.

_Damn. I'm freezing. I seriously need to invest in some thermals. Waterproof, if they're on sale. _

A bio-cable from his wrist latched onto the crown of a skyscraper, and he swung high above the bustling, damp city.

_Hope my camera isn't ruined. Can't risk waltzing into the Bugle up to jolly Jonah Jameson's office empty-handed again. Although it would be kinda funny to watch that throbbing vein on his forehead finally pop. _

He flipped through the air and landed atop a pinnacle extending out from a building's rooftop, feeling the rain bead down his back and drip off his mask. He crouched low against its surface as he traipsed his gaze across the urban landscape below. Spider-Man released a soft sigh.

_Sure looks peaceful. The rain sounds so gentle and soothing. Wouldn't it be nice if nothing happened tonight? Maybe all the baddies saw the weather and decided to take a day off. I could just go home, finish up my homework, eat some of Aunt May's famous cream pie, then maybe even—_

A crash to his left suddenly startled him, followed by a shrill alarm and a torrent of flashing lights. A pair of men dressed in all black were sprinting down the street away from a jewelry store with bags slung over their shoulders as a man on the sidewalk shouted at them furiously. Peter grinned behind his mask.

_Ah, that Parker luck never ceases to amaze. Quit kidding yourself, Spidey. You know you'd die of boredom without your late-night fix of action. _

He rose to his feet, flexing his fingers inside his gloves, then leapt off the rooftop.

"C'mon, man, we gotta hurry. Cops are gonna be here any minute."

"The car's back in that alley, dude. Chillax. What I'm worried about is where we're gonna find somebody willing to buy all these stolen jewels. We're really needing a big score to make up for last time."

"Big Man's already got a fix. Let's just get these to him so we can—"

In that moment, a dark figure suddenly dropped in front of them down the road aways, causing the pair to freeze in surprise. Its form was thin and athletic, and the low illumination from the flickering streetlights made its features shadowed. As the figure slowly rose to its feet, the two men took a careful step back, clutching tightly to the satchels hanging over their shoulders.

"H-hey, what gives?" one of them muttered, glancing over at his partner. "What's going on here?"

"Don't look at me, man. I've got nothing."

The air was tense. The sound of raindrops pattering along the pavement dulled the noise of the city around them, and a low growl of thunder echoed from above. He narrowed his eyes at the dark form standing before them, licking at his lips a bit. "M-maybe he was sent as our extraction man."

"Yeah. Maybe."

The thief slung the bag back over his shoulder and waved his free hand at the dark silhouette. "Hey, whoever you are! Did the Big Man send you?"

But the figure was silent. His body was firm and rigid, as if he was poised to strike at any moment. The hands at his sides coiled into fists, and the burglars began to grow fearful.

"The hell is this?" one of them sputtered out. "What are you, a cop?"

"Ain't no cop I ever seen," the other breathed, feeling his forehead began to perspire. His fingers coiled instinctively around the gun on his hip, and he locked his eyes on the shadowy figure standing before them. Anger burned inside of him as he realized how much of their time this guy was wasting, and he took a dominant step forwards. He jabbed his pointer finger straight at the figure, and yelled out at him in a deep, furious voice.

"Hey, assface! I don't know what your deal is, but you better not try anything funny! Ain't nothing's going to be getting in the way of us scoring big tonight, you hear? So scram!"

"Our boss ain't a patient guy, and I'm sure he'd be happy to know who's keeping him from his take. A whole bunch of pain is headed your way unless you know what's good for yah. Are you listening to us?"

When the figure stood silently once again, the thieves cursed under their breath, then whipped out their handguns and aimed them at his skinny form.

"That's it, freak, you're getting it! Who are you working for, huh? Who _are_ you?"

"Who am I?" the ghostly silhouette finally replied, making both men go stiff. He began to stroll forwards, his feet padding soundlessly along the damp pavement. Cold droplets slipped down the burglars' faces, and their icy fingers shivered against the triggers of their guns.

"Y-yeah! Tell us, or we'll pump you full of lead!"

The figure stopped suddenly, his shoulders broad and his arms flexed at his sides. The men stood frozen in fear. He raised his head, and a fiercely sinister tone entered the shadow's voice.

"Oh, I'll tell you who I am," he growled through his teeth, leering across the way at the two thugs cowering before him. He bent low to the ground, his movements agonizingly slow and threatening. A flash of lightning snaked across the sky from behind him, illuminating his menacing form and casting his hostile shadow across the the men's pale faces, followed by a bone-chilling roar of thunder.

"I am vengeance. I am the night. I'm—_pffftt_—I am—"

Out of nowhere, the figure standing before them suddenly burst out laughing, hugging himself around the stomach and leaning far back on his heels. All of the intimidation factor his voice had carried moments before had vanished entirely, and the two thieves stood instantly dumbfounded, blinking in absolute confusion.

"Wha—what the hell?" one of them finally asked, watching the figure hug his aching ribs and laugh hysterically at nothing in particular. "The hell is your problem, man? You mental or something?"

"H-hey! What's so funny?" the other guy shouted, aiming his gun at his giggly form. Peter held up his hand feebly.

"I'm sorry—I'm sorry,_ really!"_ he laughed helplessly, clutching his forehead in his palm. "I tried to keep it together, but I literally could_ not_ do it any longer! The look—on your faces—I couldn't—I can't! Ahahahaha!"

The duo of burglars shared a puzzled look with each other, shrugging cluelessly as his ridiculous laughing carried on, before both glared back at their giggly foe. "We don't have time to deal with you, toothpick. Get out of our way."

"Just—just give me a second," he pleaded, grasping his chest as he tried to gather his composure. "Oh_ man._ That was good. Wasn't that good? Come on, one of ya'll _had_ to get my reference. Huh? Anyone? Who here is the brains of this joint?"

"Let's just kill him and go," the left thug muttered, staring down the barrel of his gun. His buddy nodded in agreement and aimed his own weapon at the skinny figure standing before them. Now feeling a little insulted, Peter sighed miserably.

"Man, you guys suck all the fun out of everything," he pouted, then lifted his gaze. Raising his hand forwards, Peter held his wrist out in front of himself, pressed down on the center of his palm, and fired a short spurt of webbing from his web-shooter. The fluid zipped across the street in an instant and splattered across the left burglar's hand, trapping his fingers to his gun. The man let out a gasp, and shook his limb about spastically.

"What the? _Hey!_ What is this? G-get it off! What the hell is—?"

"—Here I am, executing a perfectly planned out one-man show for your entertainment—" Peter continued to whine as he shot another glob of web-fluid from his wrist, which encased the second man's weapon and caused him to cry out in surprise.

"—Aah! It's stuck! My hand's stuck! Help me, man! Help me—!"

"—and you two won't even pay me the courtesy of playing along, or even faking a laugh! It's just rude, honestly, terribly rude."

The thief on the right spun on his heels. "Yo, O'Hirn, this guy's nuts! Let's get out of here!"

"R-right!" he hollered back, and Peter watched with his hands on his hips as the two thugs began hauling it clumsily down the road.

"And now you're ditching me! Wow, I think I better telephone Mommy and Daddy Baddie and tell them what a couple of mannerless children they raised. Could I get a number from one of you fleet-footed gentlemen?"

When neither of the thieves paid him any attention as they scrambled down the road, Peter released a huff of disappointment. "Thugs these days. Just don't appreciate good quippage like they used to."

After a good spurt of uncoordinated jogging, O'Hirn glanced over his shoulder. "Did we lose him?"

His partner did the same, breathing raggedly. "Y-yeah. I think he's gone."

He whipped his head back forwards, releasing a throaty laugh. "Ha! Skinny little creep must have—_Aaack!"_

O'Hirn suddenly collapsed to the ground, grabbing his face in his hands and screaming like a girl. The second thief froze in fear, his bag of jewels slipping from his grip.

"W-what the?" he stammered, staring down at his fallen wingman. "What the hell just—_Gaaah!"_

Like a phantom, Peter materialized out of the darkness as he flipped off the side of a building and stood over the two men, who were rolling along the ground and blubbering miserably as the clawed at the webbing now slapped across both of their eyes. He crossed his arms over his chest, smirking beneath his mask.

"Know who I am now?" he inquired cheerfully, watching them squirm like worms in the dirt.

"N-no! We don't know you!" one of them wept, kicking his legs about and pulling uselessly at the webbing over his face.

"We didn't sign up for this freak show! Just let us go, and we'll let you keep the jewels. We swear!"

Peter sighed irritably, shaking his head back and forth. "Wow. You really still don't get it, do you? I mean, I've met some dense criminals in my vast experience of flipping and flying all around NYC, but I think you two have just claimed first prize. Congratulations."

With that, he coated their entire bodies in web-fluid and hung them both upside-down from a lamppost, where they dangled like two gigantic, wriggling caterpillar cocoons in a concrete jungle. As he took a step back to admire his work, the sound of police sirens whirled in the distance, and he offered the pair of whimpering burglars a flouncy little wave.

"Well, it's been a treat, but I'd best be off to deal with more astute affairs. Send me a postcard from prison, won't you? I just know you'll both look _ravishing _in jailbird orange."

He began to make his merry way down the road, ready to make one last score of the city before calling in for the night, but stopped just before rounding the corner. After a moment, he turned back around, then marched right up to the two thug tortillas swinging side to side in the icy breeze. In one quick motion, he tore the webbing off their eyes, causing them to screech in muffled surprise.

"There. Now you see who I am?" he asked impatiently, his mask now in full view from the light of the lamppost. The men took a minute to recover before staring into the face of their enemy. When they had finally absorbed who it was, both of their eyes grew wide, and they murmured incoherently through the webbing over their lips. Peter scooped the bags of jewels off the ground.

"Yeah. That's right. Now listen here, you two. I don't know who your boss thinks he is—this Big Man guy you were talking about—but if you ever get a chance to speak with him while you're wallowing in your cells, I'd like you to deliver him a little message for me." The rain had calmed to a cool drizzle, which blanketed the city in a veil of mist, thickening the atmosphere and chilling its inhabitants to the bone. "My name is Spider-Man. I am a certified Avenger, and the self-proclaimed protector of this city. To you and every other low-life punk who thinks they can mess with my city—don't even try it. I will find you, wherever you're hiding, and I will beat your ass and the asses of all of your cronies until none of you can sit properly for the rest of your miserable lives." Then Peter shrugged. "That, or he has to promise that he'll hire better henchmen, because fighting idiots who don't get my humor is just no fun. Got it?"

Both men nodded vigorously, and Peter smiled with satisfaction behind his mask. He then webbed the bags of jewels shut and hung them from the lamppost as well, so that they dangled just in front of the burglars' upside-down faced, then turned away from their pathetic forms. With a tap on his wrist, Peter leapt high into the air, flying like an acrobat as he swung down the street and feeling his veins saturate with adrenaline as he zipped around the corner.

When the police finally arrived, they couldn't help but chuckle at the scene laid before them. As they began plucking the thugs from their perch, one of the policemen thought that they heard someone yelling from far away, and glanced across the vast urban landscape. Although they couldn't tell for sure, as the night was dark and the clouds blotted out the light of the moon, he swore he saw a tiny red and blue figure far in the distance, bobbing between the towering skyscrapers and whooping with joy as he soared through the frigid night sky. He grinned amusedly, and glanced over at his partner.

"I guess we all know who to credit this to."

* * *

><p><em>Who am I? Well, isn't that a funny little question. Guess I didn't take it too seriously back there. Kinda hard to when you're too busy laughing at a couple of numbskull baddies. Their faces, though—priceless!<em>

_I am Peter Parker, and I'm honestly just a regular guy. I worry about things everyone else my age does, and I still have to do chores and homework and maintain a job (ugh). The only difference really is that I have these powers, and that I run around my city in a red and blue spider-themed onesie on a regular basis. Ha. But even that doesn't really make me all that special._

_Okay, bad verbiage. Here's what I'm trying to say: I don't think it's really the powers and the suit and all that that make Spider-Man seem so special, make him seem like a beacon of hope to the city or whatever. I think it's because he's so relatable, since he is so much like everybody else. It's hard for people to be inspired by those who haven't had to overcome problems that they themselves have had to overcome in their lives. If I could punch, kick, or web-zip my way out of any problem, trust me, I would. But that wouldn't make anything I did inspirational or admirable. All I'm trying to get around to is that I think people prefer a little humanity in things__—__grounded and understandable heroes, not intangible, cryptic super-beings. The humanity of Spider-Man: I think that's what makes him so special._

_Alright, so who am I? I'm Peter Parker. I'm a boyfriend, a student, a nerd, and a teenager. I'm a nephew, but more like a son. I'm a smartass. I'm a friend to many, but an enemy to more. I am a cross-species, a chimera, a freak scientific accident, but I'm also a human being. I am a symbol. I am a babysitter. I am a teammate. I am an Avenger._

_Oh yeah, and I'm Spider-Man._

* * *

><p><em><strong>:,,,,,,( Ha I'm so over dramatic. Okay, so I'm gonna go ahead and say THANK YOU TO EVERYONE who has supported my story and given me such good advice all through its completion. You have no idea how much of my story was formulated through fan suggestion! I'm truly truly so grateful, and I wish I could jump through my<strong>_ _**computer **__**and give every single one of a you a hug. If it is not emphasized enough, here it is again, short and sweet - thank you. So. Much.**_

_**Okay guys**_

_**Are you ready**_

_**Okay**_

_**If you somehow haven't heard about it yet, I gotta tell you right now, because I literally almost cried when I discovered that it was true. Here it goes:**_

_**SPIDER-MAN IS NOW A PART OF THE MARVEL CINEMATIC UNIVERSE**_

_**DID U READ THAT PROPERLY YES U FREAKIN DID OKAY BECAUSE IT'S TRUE THATS RIGHT LADIES AND GENTS SPIDER-MAN IS NOW GOING TO BE IN THE SAME FREAKIN MOVIES AS THE AVENGERS IN THE UPCOMING PHASE 3 MARVEL MOVIES.**_

_**SONY AND MARVEL SHARE HIS RIGHTS NOW.**_

_**I'M NOT GOING TO GO THROUGH ALL THE DETAILS RIGHT HERE CUZ THAT'S JUST STUPID BUT PLEASE IF YOU DO NOT KNOW GO LOOK IT UP!**_

_**It's literally like my fanfic has come true :,D except that they getting a new actor and basically trashing TASM universe lol. But honestly, I've been waiting for this for so long, that I really don't care. I just want to see Spidey with Avengers. I'M JUST SO HAPPY!**_

_**Anyhoo, UPDATE: I started writing the a sequel to this story! It's called THE INSANITY OF SPIDER-MAN**__** (Har har I made it rhyme aren't I clever) and you should totesies read that one **__**toosies if you want maybe idk :) Anyways, maybe write a final review? :D**_

_**Thank you. Love u all. Peace out. **_


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